Ben 10 Guardians Season 2: Malware's Revenge
by Shadow-DJ
Summary: Season 2 of B10Guardians: A few months after Khyber's defeat, Ben and his team reunites with old friends as Malware makes his move. Can the Plumbers take on this threat as well as jealous scientists, a angry hunter, and many other threats. With a surprising new ally and new aliens, Ben may have a shot at going against a threat that has haunted him since childhood. OmniverseAU
1. Happy Reunions

Okay, since so many people are excited for season 2, here it is! The first episode of Ben 10 Guardians Season 2! Some familiar faces return here and I'll introduce the designs from Season 2 onward for Ben and his team. (The old outfits got damaged badly against Khyber's forces :P). Anyway, enjoy!

Happy Reunions

(Bellwood USA. March 5th, 11:03 Midtown.)

It has been a few months since the events with Khyber and his hunting party and Ben and his friends haven't heard from him in awhile. So they spent the last few months on their usual routine; go to school, hanging out, a few dates here and there for Ben and Julie, and training. But of course, in between all of that, they saved lives in Bellwood or anywhere that needed their help.

For example, in Midtown Bellwood, a fire had broken out at an apartment complex. Many people were led out as a man coughed a bit, but stopped. "Madison? Madison!" He said as he looked to the building as he heard a small voice yell out 'Daddy!' as his eyes widen in horror. "My daughter is in there!"

"Sir, calm down! We'll get her out! There are others still inside as well." said a fireman as he tried to keep the father at bay, until they saw a cream and orange ship come in.

"That's one of Ben 10's ships!" said one of the people in the crowd as Ben jumped out, along with Julie and Rook; Ben had replaced his ruined jacket with one that was white and black with a stylized '10' written on the back in green and black with a hood, and a small Omnitrix-styled hourglass on his right side. Next t him Julie had a new hoodie as well; it was pink as her old one but with orange bolt-like symbols coming from her pockets and now wore sport shorts instead of her skirt and a button on her zipper with an Omnitrix hourglass on it. And finally Rook's armor had been updated, outfitted with a stylized Omnitrix insignia o his belt

"Don't worry sir, we'll get them out in no time." said Ben as he slammed down on the Omnitrix, turning into Rath, who roared out. "Rath? Okay Omnitrix, this is a FIRE. Ugh...whatever. You, stop worryin'. We'll get the little girl out."

Ship went around Julie as Rook put on a air mask and nods as they ran inside under the crumbling building, the smoke effecting vision as Rook says, "Young girl! Where are you?" He looked around as Ship beeped a bit.

"You find the others, boy?" Julie asked as Ship beeped as they nodded, going up stairs; Rook by the stairs themselves, Julie with a little lift from her feet and Rath by climbing up the flight before they came across others on higher floors. "This way!" Julie said as Rath heard screaming.

"I got her!" Rath said as he smashed through an apartment complex as he heard screaming from a bed room, unaware of a figure trying to hide under something as he opened the door, revealing a scared child. She looked up at the ceiling and screamed as a beam was about to it her, but was caught by Rath, who roared out and tossed it aside.

"Kitty!" the little girl said, running up and hugging him as Rath just looked surprised as he gave a flat look.

"Okay, okay. Don't get emotional, scared little girl." Rath said as he picked her up as he ran out of the apartment, unaware of a pink glow coming from near by.

"I may like the brain crab, but you work." The little girl said, keeping close as Rath just groaned a bit as he met up with the others downstairs.

"Madison!" said the father as the little girl jumped off and hugged him, but then the little girl looked around.

"Where's Dollie?" asked the little girl as Julie looked confused.

"Who's Dollie? You're toy?" asked Julie as she shook her head.

"No, my kitty! She's still in there!" said Madison as Rath looked at the inferno as he just groaned a bit.

"OF course..." He muttered as he ran back inside. "Be right back! I'll get the cat!" He then jumped up, going into the window that led to the floor they got her from. Inside, the fire had gotten worse as Rath listened around as he growled a bit."Show yourself, Dollie! Rath doesn't have all day!"

The ground under him almost gave way, but a pink aura went over him as he looked surprised as he was lifted over to the source, where he saw two people, one of which petting a scared brown and white cat. One was Kevin, now wearing gray-and-dark-gray sweat shirt under his black t-shirt and a necklace around his neck, which had a familiar bike lock on it along with a few stray keys, likely from cars no one wanted. Next to him was Gwen, now wearing a blue jacket with a large cat-like mark on it's chest area in between the zipper and a pair of jeans.

"Did you miss us?" Gwen said, giving a smirk as Kevin just gave a casual wave.

"S'up Tennyson? Hot enough for ya? Come on." Kevin said as Rath gave a faint growl but followed them out as they saw the fire was getting worse. "Okay, we need to snuff this out."

"I got this!" Gwen said as her eyes shined bright violet. "Super Theca!" Suddenly the flames around them went down as she nods. The three then ran out as Kevin and Rath smashed through the weakened wall, all three jumping out

"Dollie!" said Madison as Gwen gave her the cat, which calmed down when returned to her owner. Kevin gave a smirk as Ben turned back to normal, as Julie came over with an excited Ship, who hopped around the two.

"When did you two show up?" Julie asked as Gwen gave a shrug, amused as she looked around the area.

"We arrived a few minutes ago. We saw the fire and came to help." Gwen explained as Julie gave an 'Aah' as Rook walked up, giving a nod.

"Hello there. I am Rook Blonco, I work with Ben and Julie." Rook said as he gave them a nod. Kevin nods as he pressed a button on his keys, as a green and black car came up.

"Come on, lets head to Mr. Smoothies. The one where the college is stinks." Kevin said as the group nods, unaware of a figure watching from above, a sneer on her face.

(Mr. Smoothies. 11:31)

The five were at a table inside of Mr. Smoothie as Julie saw the newer building in Bellwood. "Why do we have 22 of these things in Bellwood again?" Julie asked as she took a sip of her strawberry and chocolate smoothie.

"No idea. That popular maybe?" Kevin said as he took a sip of a mango smoothie. "But unlike some of us, we like the NORMAL stuff." as he gave Rook an odd look.

"...what? This savory blend tastes good to me. Not as good as Amberogia, but it is at least top 5." Rook said with a shrug as Ben chuckled a bit.

"So, how's college treating you, cous?" Ben asked Gwen, who took a sip of her kiwi and peach smoothie as she thought it over.

"Hmm...about the same as saving the world, but add in a pompous Art history professor and a kinda goofy world history professor." Gwen said with a shrug. "We just started Spring break, but I had been asking Grandpa Max to get Kevin and I back into the fray. We got a routine there now, but I am getting kinda bored just doing school stuff. Heck, Kevin has a job now." Ben choked on his smoothie at this.

"A JOB!? As in..a job-job!?" Ben asked as Kevin just shrugs at this, smirking a bit.

"At a garage. It's a sweet gig." Kevin shrugs at this as he adds, "Though I wouldn't mind busting heads again. Heard you were working at Baumann's store though." Ben had a sour look at that.

"It'd be cool if you guys came back into the Plumbers. You'll like some of the new faces." Julie said with a smile as Kevin looked around cautiously as he got up.

"Hey Tennyson, I need a refill. Come on." Kevin said as Ben shrugs as he followed him, as he watched Kevin look around. "Look, we need to get Gwen somewhere safe."

"Huh? What do you mean?" Asked Ben in confusion as he heard a ship coming in as he glared at this. "Who's that?"

"That's the thing we need to keep away from Gwen and I. Trust me on this." Kevin said as a rocket flew out of the ship, aiming for Gwen but Ship turned into a turret and fired a laser, creating a shock wave that shattered Kevin's windows. "OH COME ON! REALLY!?"

"What's going on?" Gwen asked as she saw a yellow and black ship aiming at them. "Uh-Oh..." The ship fired down as the three moved quickly, with Ben slamming down on the Omnitrix, turning into...

"Ceremander." said the reptilian-looking alien as his three eyes shined a bit as he threw the ship off balance, slamming it into the ground but it quickly used its turbos to rise to the air, making him grunt at this. "Go...now." he said as the group nod as they went into the Proto-Truk and took off with Ceremander flying behind them to keep the ship at bay, firing lasers out of his eyes.

"Who's chasing us!?" Julie asked Kevin and Gwen, as Rook grunts as he tried to get faster, avoiding any attacks or buildings as he flew.

"No idea. Kevin?" Gwen asked as Kevin looked back at it, frowning a bit.

"Lets just say something I tried to cut when I first joined up with you guys. Guess they can't take a hint..." Kevin muttered, asking Gwen look at him suspiciously before Ceremander appeared on top of the Proto-Truk.

"Julie, may I suggest...Ship-Boost?" Rook asked as Julie nods, Ship melting off out to the outside and become the engines for his spaceship form and powered up.

"Bon voyage." Ceremander said with a small wave as the ship took off like a shot, making the other ship lose course as the salamander-like alien went into the ship, turning back into Ben. "Rook, get us to Undertown. We need to get Kevin and Gwen somewhere safe."

"Right away." Rook said with a nod as they flew down towards a near-by subway, turning into the van form as it drove quickly. The truck went behind something as they went outside, the group panting a bit.

"Gotta say...this ride is awesome. Who made it?" Kevin said as Rook only smirked. "Wait, YOU made this thing?"

"I do some mechanics when I am free." Rook admitted as Kevin gave an approving smirk at this as Ship came back inside.

"Come on, lets go find a safe house to figure out what's going on." Julie said as the group went out of the truck, looking around.

"SO, you going to explain what's going on, Kevin?" Gwen asked as Kevin gave a 'one sec' motion as he saw a near by stand.

"Hmm, Anti-matter transmitters on Earth? NICE." Kevin said as he looked around and nods, motioning them to a near by building as they went inside. "Okay...we should be good here..."

"From WHAT?!" Gwen asked in frustration as Ben gave a 'calm down' motion to his cousin. Then there was a shock wave with the patrons running from a space ship with Argit being thrown at them as they looked up.

"UH...HEY Kev, what's up?" He asked sheepishly as Kevin gave him a glare before they saw someone walking over, a glare on her face. It was a female Tetramand who was surprisingly lean for a usually super strong alien, but was still fairly muscular and wearing black and gold battle armor with a cape, which had an insignia akin to a four eyed beast's face on it, her dark orange eyes narrowed darkly

"Hello...Kevin Levin. I have come for what you had promised me; your hand." She said with a glare as Kevin only glared back.

"I broke that off, Looma." Kevin said as Gwen gave him a look. "Long story, tell you guys later."

"Okay, who the heck are you?" Ben asked as Julie got ready for anything as the large woman glared darkly at them.

"You, interloper, are in the presence of Looma Red Wind, the heiress of Warlord Garlan Red Wind. Kevin was my betrothed...but the man had the gall to break the engagement. So I have come to break _him_...and the one who caused it." She said, glaring towards Kevin and Gwen.

"Okay, you seriously need to learn to let a guy go..." Julie muttered at this as Ship went over her to armor up, as Ben slammed down on the Omnitrix, glowing brightly as he turned into Terraspin.

"Terraspin? Okay...guess I'll turtle her..." Terraspin muttered as Kevin gripped a near by lamp post, getting armor but, to Ben's shock, also absorbed the electricity in it.

"Don't worry, I helped Kevin train to control his energy powers while we were gone." Gwen explained as Kevin smirked a bit as his hands turned into hammers coated with electrical energy. HE then ran at Looma, who grunts from the shocks before she grabs his neck and threw him into a wall before she got hit by a flying Terraspin.

Looma growled at this as she grabs the turtle and threw him into a wall, making Terraspin grunt a bit as Rook got a signal out for the Plumbers as Julie fired her lasers at the princess, making the Tetramand growled as she slammed her foot down, making her go flying from a shock wave.

"Ow..." Julie groaned at this as she shook her head to get the dizziness off as she looked in shock as Kevin was thrown into her, sending her back. Julie and Kevin both groaned a bit as Terraspin yelled out as he was thrown into a wall.

Looma glowered at Gwen as she was about to strike her down when a flurry of shards flew her way, making her yell out. Rook looked up to see Tetrax, Manny and Helen driving a small car towards them. Ship turned into his smaller form as Helen quickly moved them all into the car. Ben turned back to normal and hopped on.

"Thanks guys." said Ben as Tetrax nods as he gave Gwen and Kevin a small smile.

"Should have told me you two were visiting. I would have gotten cleaned up." Tetrax said, rubbing the 'goatee' he had grown as Kevin gave him a smirk.

"Nice. I didn't know Petrosapiens had facial hair." Kevin said as Gwen was giving him a small look.

"And WHO Was that?" Gwen asked, motioning behind them as Kevin gave a sheepish look.

"Okay..that was Looma Redwind, she was kinda after us...I broke a deal with her and, well...yeah...she now wants us either captured or dead...I think. She kinda sent that signal." Kevin said as Gwen groaned at this.

"I kinda expected you to owe someone money, but engaged?" Ben asked SA Manny did a double take at all of this.

"Whoa, whoa! Time out! That crazy chick was a RED WIND!?" Manny asked in shock as he grabbed Kevin. "Are you tired of breathing or something!? Why would you tick one of them off!?"

Tetrax stopped the hover car as he turned to Kevin as Ben says, "You may want to clue us in..."

"Okay...back when Argit and I were in our old...business days, we ended up on Khoros. It was for some tech I needed for a project. I met with the head of the Red Winds, and he said he wouldn't give it to me...but apparently they thought I'd be a good husband for his daughter, so I ended up getting engaged for the tech...but that was WAY before I met up with you guys again. After the Highbreed invasion, I cut it off. Guess Looma didn't take rejection well..." Kevin said with a sigh. "Not proud of it, but it did happen."

"Why not give the tech back, dude?" asked a voice as Argit came in, shaking his head at this. "...I snuck away before the crazy princess decided to skin me for losing you guys. I just had to follow your scents."

"I'm not giving them my car's engine just cause some crazy princess is after me. Sides, that wouldn't work." Kevin said as the others just stared. "...whoops."

"YOU MEAN I'M TARGETED BECAUSE OF YOUR CAR!?" Gwen asked, showing a lot of annoyance as her eyes turned bright pink in annoyance.

"Easy there, Gwen! Look, I made the engine for a ship awhile back. I just reused it for the car. Why else would it survive so much?" Kevin explained sheepishly. "Argit and I ended up stranded on Khoros back then, so we needed a new one."

"Hmm...that does make sense. Tetramands may not be as technologically advanced as the Galvan, but they make some of the best vehicles in the galaxy." Rook said with a nod. "I use a similar engine for the Proto-Truk. In fact, some of the most advanced non-Galvan made ships have a Khoros engine or some component from that planet."

Gwen sighed a bit, having calmed herself down a bit as she says, "Still, why did you take advantage of some poor girl's feelings?"

"'Some Poor girl'? Gwen, I know you're sympathetic and all...but trust me on this; Tetramand girls aren't exactly ones to just be watching sad movies an eating ice cream when they're sad. They would want to crush someone's skull." Manny said as he got back into the car. "SO I'm getting out of here before that nut wants a piece of me."

"Wait, you want to NOT fight her?" Helen asked in shock. "But you're usually all over the bad guy."

"Most bad guys aren't Red Winds. I don't want to get on her dad's bad side." Manny said as the group heard the sound of crushing stone as they all turned nervously to see Looma smashing a wall with what looked like a mix between a bo staff and a sledgehammer, with two large hammer heads on both ends as she swing them around, glaring.

"Ah man..." Ben said nervously as Kevin grabbed onto the car and got metal armor to protect himself.

"Alright beloved...time for you to repay me in full." said Looma with a glare at Kevin as Ben slammed own, turning into XLR8.

"Helen, Manny, Julie: Get Gwen out of here. This place is too enclosed for a lot of fighters." XLR8 said as Julie nods, as Ship turned into a large motorcycle-like vehicle, beeping a bit. Julie and Gwen got on it with Helen and Manny as it took off. Tetrax and Kevin then charged, but Tetrax was sent back by a blow from a hammer as Argit nervously fired out spikes at Looma, but it bounced off of her hammer.

"I have you now, Kevin." Looma said as she grabbed him by the neck with her lower arm and jumped up, smashing through the ceiling as Ben and Rook nod to the other. Tetrax got up, rubbing his head as he jumped up, getting his hoover board out as he flew up the hole Looma made, XLR8 running after with Rook firing a grappling hook up.

On the upper grounds, Julie looked around a construction site near the sewers' opening. "Okay, we need to get to the Plumber HQ." Helen said, getting off as she looked around, Manny frowning.

Suddenly the ground flew up as they saw Kevin being thrown into the air as Looma glared at his, her orange eyes narrowed. Suddenly diamond shards and rapid punches came her way as XLR8 and Tetrax continued their onslaught against her.

"Kevin!" Gwen said as she went to her boyfriend, but cried out as XLR8 hit her, making the two cousins fall to the ground as Looma glared, walking over to her. "Ow...look, I get why you're upset, but we don't need to fight. It's all a big misunderstanding."

"Peh, pitiful insect." Looma said as she swung the hammer down, as Gwen grunts at this, getting a barrier around her. "...So you're an Anodite, hmm? Peh...one of the most pathetic beings to ever live. Nothing more than glowbugs who can't fight like true warriors, they just hide behind nonsense words and cowardly hexes."

"...WHAT was that?" Gwen asked, her eyes narrowed as she says, "...I wanted to be nice, but now I'm mad; _MAGUS RENATA!_ " Suddenly her body glowed bright violet as her appearance changed; she became a humanoid with dark violet skin and shining pink energy for hair, but her eyes were glowing bright blue with energy and having a new attire over her body; a dark red uniform with a stylized blue cat head with pink eyes on her chest and belt, a pair of blue gloves and a cat-styled mask over her face.

"What is that?" asked XLR8 in confusion as Gwen continued to glare at this, her body radiating with mana as she stood her ground against Looma.

"It's a compromise I made with Grandma Verdona...this is the Magus Anodite, a sort of in-between of full Anodite and my human form. It's sort of my new 'Lucky Girl' form." Gwen said to Ben as she glared at this. "TURBO!" Suddenly a large tornado-force wind flew at Looma, sending her flying as she glared. "Badickinis Metalalurca!" Metal objects flew at Looma next, wrapping around her and into a near-by wall.

"Nice one, cous!" said XLR8 with a smirk as Looma roared in rage as she ripped out of the metal, glaring at this. She walked over, angry as Gwen glared. The other Plumbers got up, getting into a ready position before energy flew down from above.

"Ah nuts..." Manny said nervously as he looked up, seeing a large yellow ship flew down. On a floating machine coming down was a towering, 14-foot Tetramand with a missing lower right arm and wearing dark red armor and a scar on his lower left eye, closing it.

"I am Garland Red Wind, the ruler of the Red Wind Providence and a Warlord of the planet Khoros. Give Kevin Levin and Gwen Tennyson over to Looma...or the Earth perishes for their crime." He said calmly, glaring at them.

"I am afraid I can't let you do that, Lord Red Wind. Kevin and Gwen are members of the Plumbers now. I cannot just give them to you." Tetrax said, trying to be civil as Gar just sneered.

"Then how about this; we commence with the wedding then, and I will spare them both." Garland said as Gwen only looked mad, but Kevin only looked concerned. Ben turned back to normal, a frown on his face.

"How about something else?" Ben said, coming up at this. "I'll take your daughter on. I win, you leave them alone."

"And if you lose...I shall do with them as I wish. Alright then. Looma? Are you alright with this?" Gar said as Looma only smirked at this.

"To fight Ben Tennyson, the savior of the universe, in proper combat? What warrior doesn't wish for that." She said with a smirk as the group backed up.

"We have to help." Rook said as Manny stopped him and Julie, shaking his head.

"Ya can't. With Tetramands, if someone asks for one-on-one, you can't back either out until one is out cold or dead." Manny said as Julie looked concerned.

"Ah man...Ben..." Julie said in concern as Ben slammed down on the Omnitrix, turning into Crashhopper.

"Begin!" said Gar as Looma ran at Crashhopper, grabbing him by the head and throwing him into a near-by wall. Gar then stood by the Plumbers, watching the fight go out as Crashhopper jumped and kicked her, making her grunt. "So...is Tennyson a trained fighter?"

"Not really..." Tetrax said with a frown. "He has standardized training from the Plumbers, along with wrestling experience from something called...Underground fighting?"

"Yeah...and I thought him some martial arts, but he's no where near my level." Gwen said as Crashhopper landed near by. He slams down on the Omnitrix symbol, turning into Clockwork.

"Clockwork? Okay...I can work with this...hopefully." He saw Looma charging at him. The key on his head began to spin, slowing down time to a near halt. He chuckled a bit as he says, "Heh...now..." He looked around and nods. He quickly went over and placed a cloth over Looma's frozen body, putting it over her face and then began to move several things, but to the outside world, he seemed to have vanished from sight.

"And...done." said Clockwork, appearing at the side as Looma suddenly cried out at the sheet over her body, making her grab at it in shock, tripping over something that caused several steel beams that were stacked near her to fall on top of her, making her cry out.

"Whoa..." Said Julie, surprised and impressed at the same time for Ben as Rook clapped a bit at the clever thinking. Looma moved the steel beams off of her before being tackled by a flying Sandbox, who glared at her.

"Give up?" He asked before he was thrown into a wall. "Guess not..." He then sent forth a large blast of sand towards her, as she just laughed at this before clapping her hands, creating a sonic boom to send him flying.

"I am from a desert planet. You truly think sand will stop me?" She asked, amused by this as he groaned a bit as some of the building came down on top of him. She smirked at this as she says, "And that shall do it."

"Ah man..." Kevin said in shock as he saw his best friend go down as Gwen and Julie look on in horror.

"Ben!" said Rook as Argit bit his fingernails, concerned as Tetrax sneered at this, angry at this. Manny looked at Helen, who was equally concerned.

"Guess we should get on with the ceremony then?" Garland said as Kevin got nervous, before a bright green flash filled the air, making them all look in shock.

"I'm not done yet, Looma. Wanna know why I always win?" Asked a familiar voice as a familiar red alien came out at this, glaring with his four yellow-green eyes. "Cause I don't give up." Four-Arms stood proudly, cracking his knuckles as he glared at Looma.

"Four-Arms!" said Kevin with a smirk as the two Tetramands charged and sent a punch at each other, creating a shock wave. "Finally, a fair fight!"

"Female Tetramands are slightly stronger than males, but who knows...Looma still has an advantage, but Ben has dealt with worse." Rook said, unsure on this situation as the fight continued. The two continued to trade blows, creating shock waves as the two were sent back from the other, Four-Arms glaring.

Four-Arms kicked her way, breaking her helmet and sending her flying back as she growls before Ben looked around and smirked. He then jumps up and grabs a near by ship and throws it down, making Looma cry out as she got hit by it. He then landed, panting a bit as he looks at Garland.

"Alright Ben!" Said Helen, as Manny only looked concerned, face palming a bit.

"Well, that's that. A man worthy to marry my daughter." Said Garland...as the others got dead silent at that, as Four-arms only stared.

"...Say what now?" asked Four-Arms as Looma groaned a bit, rubbing her head. "Uh...look, I Was trying to save my friend and cousin, I am not interested!"

"Why?" Garland asked, as Four-Arms motioned to Julie.

"Well, for one, I already got a girlfriend. And two...an arranged marriage isn't exactly my thing." Four-Arms said as he adds, "Plus you came here to attack Earth."

"Yeah, I doubt that's a good thing to bring up wedding plans when you did that." Tetrax said, scowling at Garland as he just nods at this.

"Hmm...alright then. Looma, come. We shall return within 3 earth years. Save the date. We shall see how things turn out then." Garland said as Looma nods, giving Ben a wink on her way out, making him very nervous as Julie was giving Kevin a death glare as the ship with the Tetramands took off.

"So...why didn't you tell us you got that engine block because you beat Looma in a fight?" asked Julie, annoyed.

"Uh...never asked for one?" Kevin said sheepishly. "Look, they'll be gone for awhile. Thanks for saving my butt, man."

"Eyeah...sure. But if she shows up...you're helping me get rid of her." Ben said as Kevin just gave a sheepish grin at that.

"Hm...you know, you two could rejoin the plumbers." Tetrax said, looking at Gwen at this. "Given this insanity, I'm gonna need to keep a better eye on Kevin."

"Trust me...I already agreed to that stupid chip thing when we had to go to Plumber Academy...and get a replacement when it got fried after the whole 'Ultimate Kevin' thing." Kevin said, looking annoyed as he scratched his neck at this.

"But yeah...if you guys do need any help, don't be afraid to call." Gwen said as Ben just nods, still kinda annoyed about the whole situation. Unknown to them however, a figure was watching. Khyber had a pair of binoculars out as he nods.

" _Have you got a visual?_ " Psychobos asked, as Khyber nods as he smirked a bit.

"Indeed I have. How is my pet and the Nemetrix?" Khyber asked as Psychobos just chuckled at this.

"Oh please, it was easy to get it to work...at least enough for the next plan to get the Omnitrix off of that boy. It is quite a shame, and I use the term loosely, that your mongrel almost perished." Psychobos as Khyber just scowled at this but left, looking back with a scowl before moving on.

End of Episode 1

Welp, Season 2 has started for Ben 10 Guardians. I Hope you guys sustained the wait and please let me know what you think. Please Read, Review and Suggest away!


	2. Bait and Switch

Okay, here's episode two of Ben 10 Guardians Season 2. This time around, we're gonna go out on the waters to have an adventure! Enjoy! (Also so it's known, Yes, Kevin and Gwen are gonna be more recurring from this episode onward if I can get them to work. I'm not gonna shoe-horn them into EVERYTHING, so no worries)

Bait and Switch

(Bellwood USA. Bellwood Bay, March 8th. 22:03)

It was a rather simple day, a local fisherman was doing some fishing at night in the docks outside of Bellwood to get some sea-based catches. The night sky was shimmering with stars and the moon was overlooking the man, who was just sighing as he listened to his radio.

" _And once again Ben 10 has saved the earth. Thanks to the combined efforts of him and his team, dubbed 'Alien Force' by fans, they have once again saved the city from the Dimension 12 Robots. Why are they coming out again? No one knows-_ " Suddenly the signal died out, making the man look up in confusion.

"What is going on?" He asked, before he saw something coming out of the water, making the man scream out as he saw what looked like a giant beast come out of the water, with what looked like two tentacles coming out of it's mouth. It screeched out as it tried to climb into the boat but suddenly rope-like tendrils came around it's neck, making it roar out as the water began to swirl. He quickly got a hold of a radio as he says, "SOS! Mayday! Call a coast guard! Please! Something is happening!" He screamed as he saw what looked like a strange-looking ship silhouette came out of the water with a figure in the bow of the ship, chuckling a bit as his ship and the creature were dragged in.

"Now...the catch of the day is here." He said, his hook shining a bit as he chuckled a bit, his eyes shimmering in the darkness with a red gleam.

(The next Morning)

(Undertown Fishing Grotto. March 9th, 11:03)

It was a weekend fishing trip with Ben, Gwen and Max as the three waited for a ship to come in, showing Rook and Patelliday with fishing gear and a bag of bait. "Glad you could come along, pumpkin." said Max, giving his granddaughter a chuckle as Gwen smiled.

"It's been awhile since we went fishing, Grandpa. Plus I Told the school due to...technical issues, I may not be able to make it to school in time. But I already did the homework for the first week of the next semester, so I should be okay."

"Nerd." Ben teased as Gwen gave him an amused smirk while they went to get a boat. They went out to the middle of the grotto as Ben says, "So, what are we fishing for?" He looked as Patelliday got out a cooler with a smirk and opened a can of soda and drank the whole thing with one gulp after ripping the top off, making him cringe a bit at the sight of him also chewing up the can later.

"With luck? Some lunch." said Patelliday with a smirk. "This lake has great fish in it. I know you two aren't big on Xeno-cuisine, but I think you should at least try the sea food. It ain't worms or stuff like that. But hey, if you're out on the field, you got to eat what you can to survive when hunting for rogues."

"Fine, fine." Gwen said as they got the bait out and she gagged a bit at how they looked; they were violet in color with many eyes. "Are these...leeches?"

"Actually, they are worms. They're good bait for the fish here." said Patelliday, as he took one and took a bite out of it. "Plus it's also good food or my people." Gwen and Ben looked at each other at this but Max just got an amused look as they went towards the middle of the lake, unaware of a pair of robotic eyes watching them before sinking down.

After awhile, the group had caught and let some fish go as Rook rubbed his chin in thought, as Ben says, "Okay...this is getting boring. May as well do some face to claw fishing." He said as he set his fishing rod down and slammed down, as his body began to change.

"...maybe I should have stayed with Kevin and Julie at the HQ..." Gwen groaned as she saw him change into what looked like a humanoid fish-like creature like Patelliday, but with a rounded snout with his teeth exposed like an angler fish or crocodile, his eyes pitch purple and wearing a black and white shirt and pants combo that looked like a modern full-body jumpsuit for swimmers with a strange device wrapped around his neck and having small feelers on his chin.

"RIPJAWS!" He roared out as he jumped down into the water as Gwen rolled her eyes, faintly amused but still a tad annoyed.

"Ben, you're scaring the fish." She said in some annoyance as Grandpa Max just chuckled. Ripjaws jumped out, showing off an enlarged cheeks as he spat out some gunk as he saw what he got.

"Ha, who's the best now?" He asked as everyone said 'Max/Grandpa' in response as he looked at the slime and saw that he got what looked like an odd sea sponge."Ah nuts.." Rook looked at this as he nods at this.

"Hmm...you know, I had learned of a fishing technique that I think it could be helpful here." Rook aid, getting into his bait box.

"What's that?" Ripjaws asked as he saw Rook put some of the bait into his palm, making him and Gwen cringe a tad as they watched him pull out a large, 3-eyed catfish-like creature.

"Seized." said Rook with a nod as Ripjaws just gave a small growl at that as he went back into the water as Gwen just rolled her eyes at this.

"I'll go keep an eye on him." Petaleday said as he went into the water after Ripjaws, his legs fusing together into a fin more akin to a barracuda's than Ripjaws' shark-like tail.

"I thought your kind were hunters. How come I'm having problems?" Ripjaws asked the elder fish, who just shrugs as the neck brace had opened as Petaleday rubbed his chin at this.

"Well, that technique was impressive...but we Piscciss Volann are natural hunters, with razor-sharp teeth and claws too. But remember this; in the water, there is always a bigger fish." Petaleday pointed out as he heard something, making him frown a bit.

"It's just luck on Rook's side. There is smarter fish out here." Ripjaws muttered, unaware of the machine aiming a net launcher at him and firing, but Patelliday tackled Ripjaws out of the way and got tangled up.

"Hey!" said the older fish as he was dragged closer. "Ah no...Robots in the drink!" He said as it sent out a small shock, making him grunt at this as they swam off as Ripjaws growled as he pressed on his symbol.

"Guys, we got a problem; Patelliday got fish-napped by a group of robotic crabs. Need back up." Ripjaws said as he swam after them, as the robots got into a submarine and drove ahead, making Ripjaws growl as he tried to catch up but the Omnitrix beeped, making him return to Ben but gets fished out by a pink energy sphere as Gwen got him out.

"Catch of the day." She said in a joking tone as she says, "Where's Magister Patelliday?"

"They went in that direction." Ben said, pointing north-east as Rook nods as he turned it on as the four looked around, Gwen's eyes glowing as she tried to get a clue in on where Patelliday's kidnappers went.

(At another part of Undertown...13:03)

The Submarine took Patelliday to a large, spaceship-like submarine that had the design of a pirate ship as he scowled. "So...poachers, I"m gonna guess?" He asked as he was brought aboard where he saw many creatures in a large bottle-like container, all of them in stasis. "Cryptids...?" He asked with a frown.

"Oh, we are more than that, dear Plumber...allow me to introduce myself; Thaddeus Kork, Capt. Thaddeus Kork." said a voice as Patelliday turned and narrowed his eyes when he saw what was coming up. It was a humanoid fish-like alien who looked like he tentacle-like beard, an energy right-handed hook and a suit of armor styled after Aristocratic wear and a clawed left hand. "We are financiers, and trading goods are needed. Luckily you have many fine specimens here on this planet that many would like as exotic pets."

"So instead of hunting, you're just getting people pet Chupacabras?" Patelliday asked as he gave a small frown. "This is usually the weird science's department...and so you know, I'm NOT local around here."

"Oh I know, my dear Plumber. We are of the same home planet; I am a Piscciss Krakona, your species natural predator. After all...there is always a BIGGER fish." He said with a shark tooth-like grin as Patelliday glared at this.

"Trust me, I've dealt with a LOT worse than you." said Patelliday as the pirate just chuckled as he casually moved his hand so the robots led Patelliday away as Kork just chuckled.

"Well, I was needing a meal anyway." Kork said as he chuckled, moving towards the frozen Kraken with the boat in its hand still.

(With Ben and Co. 13:29)

Gwen held her temples, concentrating as she nods. "They're straight ahead, alright..." before she notices something ahead. "What the...?" In front of them were robots, all laying around and looking like they got banged up by...something very big.

"What is this place...? A robot graveyard?" asked Ben in confusion as there was beeping sounds as they saw robotic crabs with gray and violet armor, red robotic eyes narrowing their eyes as they opened it's claw up and powered up a laser and fired, but Gwen blocked it with a barrier.

"Ugh...you had to say something?" Gwen asked as Ben fiddled with his Omnitrix at this time as Rook groaned a bit.

"This cannot be good..." Rook said in a flat tone as Ben slammed down, turning into a familiar red devil as he smirked.

"Break break!" He said with a laugh as he jumped on one of the robots and began to rip them apart, as he then repaired it with a fast move of the hands. "Fix-fix-fix! With a slight difference." as it was now a multi-armed fighter as he put it on autopilot as Gwen concentrated.

"Rook...get ready..." Gwen said as Rook fired his laser at a few before ducking down as her eyes shined bright blue-violet. "Animo Cataractam!" The water around them suddenly grew out, turning into a large serpent-like beast made out of water that began to attack the machines with the robot as Jury Rigg jumped down and turned back into Ben as he and Gwen high-fives.

"Fast work, you two." Max said with a nod as they went on ahead, Gwen's eyes shining a bit as she tried to look around for Patelliday, unaware of a dorsal fin coming by.

(Kork's Ship. 13:45)

Patelliday looked around, his face in a scowl as he looked at the two robotic guards before he suddenly groaned a bit, as he looked up as he growled a bit. "Ugh...my stomach..." He groaned as the two guards looked at him with confusion.

"Get up, fish." said the robot, getting too close as Patelliday growled and suddenly snapped his jaws, smashing the robot's head with his super-powerful jaws and threw him into the other guard with his mouth, before moving the paper out as he twisted his spine like a fish as he smirked a bit. He bit the ropes on his wrists and cut the ties with his teeth before running off.

"He is getting away." said the robot that was still functioning, only to get a slash in the face from Patelliday as he jumped out of a window and into the water below, his tail forming as he swam away. Several pirates began to fire down into the water, Patelliday swimming around to avoid the shots.

Patelliday swam towards the shoreline and ran off, looking around the caves as his lure shined a bit to give him some light. "Hmm..." He looked at his plumber badge and scowled as he says, "Figures...they rough it up..." as he dropped the now broken badge and went off.

(The boat. 14:08)

The group was nearing a set of caves, as Gwen scowled as she says, "Ugh...all these machines are blocking any way to track him down...there's something else here." She looked in shock as she looked at the water, with Ben getting ready as a large creature bumped into the boat, making Max frown.

"Wait..." Max said, looking at the water as a large creature roared out. It appeared to be a large, Orca-like creature with sharp tusks coming out of it's mouth, with a back with a noticeable arch to it and splotches of gray and dark purple spots, with three light violet eyes; two no the side and a large one in the middle as it gave out a loud echoing moan, shaking the cave. "A Humpbackus!"

"A wha-Backus!?" asked Ben as the whole cave shook from it's sonic wail before it went back underwater.

"It's a predator for Squidstrictor's species...it must be a tamed one...I did not see a collar, so I doubt it's Khyber's." Rook scowled as he looked in the water. "...I do not see it..."

"Then I guess we better lure it out..." said Ben as he slammed down on the Omnitrix, turning into a familiar octopus-like alien as he gave a nod. " **Squidstrictor**! Yes, got the right one!" He looks at Rook and says, "I need a line." Rook looked confused as he got his Proto-Tool to make a line as he stretched his tentacles up and went overhead as he says, "And now...to wait."

"Wait, are you-" Gwen began but gets shushed by Squidstrictor, who was looking at the water cautiously.

"Wait for it..." Squidstrictor muttered as Max frowned, not liking the looks of this as the water began to ripple some, showing the large whale was still moving.

"But what if-" Squidstrictor shushed loudly at that, looking at his grandpa with some annoyance.

"Remember what you said; we need to have patience..." said Squidstrictor as the whale suddenly jumped out...making everyone's eyes shrink in shock as it was about the size of a sperm whale! The large creature opened it's mouth, but Squidstrictor yells out, "NOW!" Gwen fired a blast of mana at it's large eye, making it roar out in pain before Squidstrictor swung around, wrapping around it's mouth, making it growl a bit before it dived down, taking the line with them.

"Whoa!" the trio in the boat yelled in shock as they were dragged ahead by the whale-like creature, as Squidstrictor held onto it's tusks for dear life, giving a scream underwater as the creature was able to open it's mouth some to send out a echo call, making the squid-like alien to let go in surprise.

The whale then swam up and chomped down on him, growling slightly as it got him...but then a green glow was released in it's mouth, confusing the whale before it was zapping it from the inside before a large jellyfish-like alien flew out of it's mouth and onto the boat, holding the line with him. Amphibian looked annoyed at this time as he says, "Reminds me to NEVER do that again...ow..." He turned back to normal as Gwen covered her nose.

"Ugh...you reek..." Gwen said as Rook covered his nose, as did Max.

"Oh come on!" said Ben in annoyance as Rook cringed a bit as he got off of the boat and onto the shore that was near a cave.

"Forgive me...but it is worse than Stinkfly's natural oils." Rook said as the group went ahead towards the cave, the Humpbackus groaning a bit as it sunk down below. Unaware of someone coming into the cave from underwater and a red light shining in the water.

Inside of the cave, Ben looked around as Gwen concentrated, trying to get a fix on Patelliday's mana as Max got a small laser out of his pocket. Rook scanned the area as he frowned, "Hmm...still not getting a signal from Patelliday's badge..."

"Just keep an eye out on anything out of the ordinar-GAH!" Ben was suddenly caught off guard when he bounced off of an invisible force field. "What the-who put that there?"

"The pirates no doubt..." Gwen said as she concentrated on it. "Eradico!" Suddenly a barrage of energy flew out and clashed against it, growling as Rook fired against it as well, both energies not phasing it at all.

"Hmm...a shield that is able to bonce off energy attacks...maybe a more physical approach?" Max said as Ben nods, getting the Omnitrix ready before the alarm sounded, making everyone look up as Patelliday looked at them with a fanged smirk, a bit of oil out of his lip as he spat out what looked like a robot's hand.

"Sorry to keep ya waiting. Had to take care of the guards." the fish alien said, wiping his jaw as he says, "Come on. The pirates are this way."

"Told you he could take care of himself." Max said as they followed after him, as Gwen looked at him with concern.

"You okay, Magister?" Gwen asked as Patelliday smirked at her, showing her he was okay.

"Don't worry, sweetie. This old fish still has some fight in him." He said as his face got serious, light reflecting off of his glasses. "The pirates are poaching special animals...I don't know why though...need to ruminate on that some."

"If they're poaching, it's likely for a profit, isn't it?" Ben asked as Patelliday shrugs at this, unsure on that.

"Eh...it'd seem to simple...these things aren't gonna be easy pickin's." said Patelliday as he adds, "Plus I saw their latest catch; a Freshwater Kraken...likely came out to sea for some food."

"Wait..." Ben began as his eyes widen. "The Kraken from the lake...it's eggs must have hatched after we left!"

"So we have to save it again? It was hard enough to save them when they were eggs." Gwen said, as she concentrated. "Magus Renata!" Gwen said, her body shining as she changed into her Lucky Girl attire as she nods to Ben, who got ready as well with his Omnitrix before slamming down...

(At Kork's ship.)

Kork chuckled a bit as he watched his Mechaniers bringing in something from the ocean; a large dolphin with two dorsal fins and spotted skin, which was squeaking in fear as it got flash-frozen as Kork chuckled a bit. "Excellent...this ocean is brimming with exotic life...soon it shall all be mine."

"Don't think so." said a voice as the doors to the ship was suddenly thrown through, a couple robots in pieces as they landed on the other side with with slime covering them as a large, puffer fish-like alien came in, growling. It had yellow-green eyes, razor sharp teeth that dripped with liquid that caused a sizzling sound when it made contact with metal, black lines outlining it's lips, spikes on it's back like quills and wearing black pants with a white belt with the Omnitrix insignia on it. Gwen glared, her hands glowing with energy. Rook, Patelliday and Max all had guns at the ready.

"Captain Thaddeus Kork, you are under arrest for kidnapping a plumber, endangering innocent lives and poaching." Rook said, glaring at this time. "You have the right to remain silent, and anything you say can and will be used against you. Now surrender."

"Giving the Miranda rights, eh? Fine then...My Mechaniers, take no prisoners!" Kork said as the large, sharp-toothed alien smirked.

"Nice try." said the alien as it inflated like a balloon and spat out a thick-looking liquid as it turned into a glue-like paste to keep a few of the robots together as Rook fired away at them, blasting them to bits. He gave a toothy grin to Gwen as he says, "And you said **Spitter** was a dumb alien." He then grabbed down on one o the robots and threw him aside after crushing it's head with a quick squeeze.

"I said it was a GROSS alien, not a dumb alien." Gwen muttered in annoyance as Spitter rolled his eyes and slammed down on the Omnitrix insignia to change form, turning into Articquana as he roared out, shooting out an icy blast of energy at them before glaring at him.

"This is between us, freak." said Patelliday as he walked up, glaring at Kork as he smirked a bit, chuckling a bit as Max stood by him, nodding.

"We're partners, Patelliday. Remember?" Max said as Patelliday nods, smirking a bit as he got ready.

"Yeah, I remember. Since I got transferred here and all." the fish like alien said as he looks at Rook. "Hey new fish, you get this old thing out of the water and to the surface. Max and I got tentacle beard here."

"Right away, Magister." Rook said as he ran ahead, as Max looked at Articquana and Lucky Girl.

"You kids back up Rook. Do not let them near him." Max said as the icy reptile nods as he looks at Gwen, who nods back as he slammed down again, as his body began to grow a bit before becoming a green alien standing at Ben's usual height with a stripe on it's forehead, slanted egg-shaped yellow-green eyes with lines on it, a pair of nostrils over it's upside-down 'v' shaped mouth, four fingered hands and hoof-like three toed feet with a black jumpsuit with white belt, neck guard, sleeves and belt with the Omnitrix insignia added as a buckle with a four-fingered hands with shining palms.

"Hmm...This guy is new...wonder what he can do." said Ben, as the Mechaniers fired their lasers as he put his hands up, creating a circular energy shield to block it as he saw this, smirking. "Shields huh...hmm...how about... **Exershield!** " He then sent it outward, with it slamming into the robots ahead of him as he nods to Gwen, who nods with a smirk as she creates a wall on the right of them and he made a shield at the left.

"now!" Gwen said as the two moved their hands at once, smashing the robots with a quick slam as he glared.

"Alright...we should be heading up now..." Rook said as he saw Max slam into Kork, knocking him back as he ducked around a blow as Patelliday bit down on his hook hand and bit down, making it zap a bit before he jumped back.

"Ugh..." Kork growled as he slammed hi sword down, Max ducking around as Patelliday got one of the robots' arms and slammed it into it, grunting against him as Max got his laser out and fired, hitting Kork's arm.

"Heh, reminds me of when I first came to earth with Innetalue. You know, she and Xylene did get along well." said Patelliday as he shrugs a bit. "Good times, eh Max?"

"We can remminense later, Patelliday." Max said as he ducked around Kork's hook again, as Patelliday growled at this.

Rook, watching this, says, "Ben,I need some defense." Exershield and Gwen both nod as they got in front of him and concentrated.

"Contengo!" Gwen said as a round shield went around the three as Exershield made another layer around it with green energy as he concentrated on this, groaning a bit as Kork roared out and charged at them.

"You are gonna ruin everything!" He roared, as he got out a large blunderbuss-like blaster and aimed it at them, but Max and Patelliday nod to each other before running at him as Max elbowed his side and Patelliday used his claws to slash through it, making it spark up before it explodes in his hand, making Kork roar out as the ship made it to the surface.

"Now to free them..." Rook said, opening the bottom of the ship as the Mechaniers charged at the shield, but Exershield glared at this.

"Get...OFF!" He said as the green shield suddenly started to grow spikes and stabbed into them as Rook looked over the controls as Exershield suddenly fell to one knee, panting a bit as the shield began to falter. "Ugh...not used to this one yet..." He said, sweat forming on his brow as Gwen nods as Max elbowed Kork into a wall as Rook just frowned and got something out of a container and nods as he was opening the bottom of the ship, as he saw Ben get on one knee and the shield broke as Kork suddenly roared, knocking Patelliday and Max aside before firing his broken blunderbuss towards them, as Gwen got Rook to the side as the blaster hit the controls, making the alarm sound.

"What have you done!?" Kork roared in anger as Exershield glared as he turned back into Ben, who panted a bit.

"Hey, you shot at us!" Ben said as growls were heard as the ship began to rattle and moan as Rook noticed that, when he landed, his hand had pressed a button on a control. "Ah crud..." Suddenly the ship began to rattle as the ice keeping the monstrous animals flash frozen began to melt as water began to form in, freeing them from the flash freezing as the various watery creatures roared out in anger as the ceiling suddenly began to flood, the glass chamber groaning as water began to press against the glass

"We need to move, now!" Patelliday said as he punched Kork in the face, knocking him down as he and Max picked him up and ran, as Gwen helped Ben to his feet. Rook looked at the downed machines and nods as he pressed a button before the controls broke, as the top opened up as the animals swam towards it, heading outside as the captain's quarters began to break through.

"Ben! We need something that can get us out of here!" Gwen said as Ben was looking through his aliens...and slammed down as his body began to change into a familiar dark blue cat-like alien.

"FASTTRACK!" He said as he got up and behind Rook as he sped ahead, grabbing the five others as he ran ahead, glaring ahead as he says, "He's not as fast as XLR8, but he's the only one strong enough to move this fast AND carry you guys."

"Okay, that's nice and all...but can you find an escape pod!?" Gwen asked as Fasttrack's eyes closed as he sniffed the air, his ears twitching as he was sensing the area and then ran in that direction, throwing them into it before closing the door after getting in himself, heading up to the surface as the ship exploded...

Unknown to them, however, a orange blimp-like machine was underwater, the animals heading to it as someone walked over to the Kraken, who was groaning a bit as it was petted by a comforting hand. "Hey big guy...don't worry...you're safe now." He said, his eyes glowing orange as he gave a smile, salt and pepper hair noticeable on his head as he gave the creature a smile.

(AT Plumbers HQ. March 9th, 17:04)

Kork was in a cell at this time, glaring at them as his hook was confiscated and growled, as he sneers towards Patelliday, who was glaring at him from outside of the cell. "You have not seen the last of me, fish...when I get out of here...I'm personally filleting you."

"Yeah...good luck with that." Patelliday said, walking away as Rook watched this with Ben and Gwen, who were patched up from the injuries.

"Well...looks like the fishing trip caught us the big one." Rook said as Ben gave him a wry look, as he noticed some commotion from the break room as the three went in.

"Oh come on! That was a effective move!" said Kevin's voice in annoyance as Gwen just chuckled as the sound of a video game was playing as they went in, and saw that Kevin, Julie, Cooper and Helen were currently playing a fighting game on a 8 player in all game.

"Come on, Hel! You got this!" said Manny as he, Alan, Blukic and Driba were watching as Tetrax was enjoying something that looked like rock candy on a stick.

"Hey, think we can play next game?" Ben asked, as he saw what the game was. "No way...is that _Mega Masher X-Over 4?_ I haven't gotten that one yet."

"Yep, over 60 characters." Kevin smirked as he motions them over as he and Gwen sat down to go next round. "I call dibs on Kenko though."

"Oh come on! He's cheap!" Helen groaned as she says, "Alright fine...I'll go with Momenta." Julie chuckled as she looked at Rook and showed off one more controller.

"Hey, you want to play too, Rook?" Julie asked as Rook chuckled a bit as he sat down, taking the controller. "Don't worry, we can teach you how to play this game."

"That is good. I have not played something like this...audio game." Rook said as he asks, "Who is this man with the mustache and carpenter attire?"

"Oh? That's Carlo the Carpenter, he's a good beginning character." Ben said, as Rook chose him. "I'm going with Ishyayama. He's never let me down in this game before." HE then saw who Julie picked and asks, "Koran the Bounty Hunter, huh?"

"Hey, she's really cool. Don't judge." Julie said, as Gwen chose her character and smirked a bit.

"I'm going with Countess." Gwen said as Manny just chuckled, muttering 'yeah, that's a shock.' as she gave them a smirk while Cooper got his character.

"I'll be Bono. He's got laser eyes and we all know those work." Cooper said as Kevin just gave him a friendly shove, as the group laughed a bit as the game said, " _Ready? FIGHT!_ " As the 8 began a free for all, the others watching with a smile.

(Khyber's ship. 17:09)

"We got it." Khyber said, arriving back with a wet jumpsuit as Malware hissed, glaring at him as the dog was given the new DNA.

"Without Skurd, we have to rely on your hunting expertise more than ever, Khyber. Have you trained the mongrel to control it's most powerful form?" Malware as Khyber nods, smirking at this time.

"Indeed..." Khyber said as he whistled a bit, Malware and Psychobos watching as before them the dog glowed, roaring out as the three smirked evilly at what they saw form before them.

End of Episode 2

Sorry for the long wait, everyone. I had been busy with real life stuff, so I hope that this is good for now. Anyway, I do not own Exershield, that belongs to _Holycrap1996_ , a good artist on Deviant Art. He gave me permission to use a few of his original aliens in my story. Here's the stats for him;

Species: Asimovian.

Homeworld: Omagno Spherok.

Power: Hands can create force-fields of various sizes, shapes, and strengths(once generated, they can utilize their built-up energy at any time). Human Olympic-level strength, speed, agility, and stamina.

Weakness: Force-fields require energy generated/built-up by near-constant physical and mental activity for long-term use. Physical capabilities are limited to the peak of that of a human.

Additional Info: The planet of Omagno Spherok, once home to a booming technologically advanced society, has since fallen to an uprising of newly-intelligent machines that now wage war against the plant's inhabitants, the Asimovians. 

Voice Actor: (At least for here) Yuri Lowenhawl (I'm thinking using his Lagoon Boy voice because of how rough it sounds)

anyway, I hope you enjoyed this chapter and please Read, Review and Suggest away!


	3. Sick Day

Okay, time to make a more original episode after the last couple were from the original show. This time we'll have one that's a little different; basically the rest of the cast has to save Ben from a problem instead of him having to save the day. Don't worry, it won't be one of those 'Ben is being an idiot again' story. I do not own it, so please enjoy!

Sick Day

(Khyber's Ship. March 11th, 09:34)

Khyber frowns as his ship was currently in camouflage mode as Orianus, now wearing a high tech armor suit himself, was listening to a make shift radio of sorts as he says, "Okay...Psychobos got us this link to their badges...we'll know when that Tennyson brat gets the right alien we need."

"Hmm...we do not have to wait...Psychobos has a plan. Hopefully it gets his attention." Khyber said, smirking slightly as he says, "A good hunter knows when to use the correct bait..." He chuckled as he turned on a TV screen to show what he was talking about, showing what looked like a large orb flying down before growing out two arms and a pair of legs, getting a small dome head.

" _And now...to get some attention_." said the voice inside, which was distorted as it slammed down it's foot, shaking the ground to get attention.

(meanwhile...at Mr. Smoothies. 9:39)

Ben was sipping from a smoothie as he looked at Kevin, asking, "So, your car almost fixed?"

"Yeah. Spring Break is almost done, so Gwen is gonna be back for classes. Lets hope nothing happens to set me back even more..." Kevin said as he walked with Ben to the table where Rook, Gwen, Julie and Ester were sitting as they waited. Rook and Ester were currently wearing their ID masks, as Julie was petting a sleeping Ship.

"About time you guys got here." Ester said as she took a red cup, which she took a sip of as she sighed a bit, "ah, that helps me warm up..."

"What is IN that?" Gwen asked ,sipping from a kiwi and chocolate smoothie while Rook took a savory-based drink again, as Ester sipped again to get a good idea.

"Hmm...I believe it's jalapeno, cayenne, ginger, lemon..." Ester said, as Kevin stared at her with shock as he looked at his smoothie and opened the lid to make sure he didn't end up getting a weird flavor too as Gwen blinked.

"...Why do I feel bad for the people that work here...?" Julie muttered as Ben shrugs, having a fruit cocktail flavored drink as the ground shook as the heroes looked up, Ester and Rook taking of their ID masks as they got ready to see the...skyscraper sized robot glaring down at them.

"...Ah crud..." Kevin said, not liking the looks of this as the robot glared down at them, it's eyes narrowing darkly as Ben got his Omnitrix out.

"I need to get that thing out of the city..." Ben said as he slammed down on the Omnitrix, his body glowing as it began to increase in size. He was now a red and white, skyscraper-sized humanoid with a large fin-like horn coming out of his head, sharp fins on his shoulders and elbows and spikes on his waist, and a faint 'arrow' on his abdomen. He also had what looked like cosmic-empowered metallic armor covering his body and having two toed feet and four eyes; two on the normal of his skull and two like small antennas on his lower half of his head. He stretched out as he says, " **WAY BIG**!" He said, his voice booming and powerful.

"...well, looks like we can just watch the fireworks." said Kevin, shrugging at this as Rook and Ester looked confused at that.

"What do you mean?" asked Rook as Julie shrugs, smirking bit as Way Big walked over, glaring ahead.

"Ben isn't messing around; He's going for the biggest gun he has; Way Big. He's definitely his second strongest alien right now, especially since he apparently got Alien X to work." Kevin said, as Gwen nods in agreement.

"Yeah. I kinda doubt the giant robot can last long." Gwen said as Way Big walked over to the robot, standing a good foot over him, crossing his arms.

"... _Oh dear. I may have miscalculated his height..._ " The robot said as Way Big grabbed it by the head and glares at him. Unaware of something floating by him and into his armor, making the spot gain some sort of dark red markings like scars as it faintly shined.

" **Ya know, I REALLY do not like giant robots in my hometown. So whoever sent you...Vilgax, Aggregor if he's back, or some wannabe conqueror, I just got this message if they're listening; LEAVE EARTH ALONE.** " Way Big warned the robot, grabbing it by the head and tossing it into the air as he glared ahead and powered up a beam from his crossed arms, putting one arm in between the other in a sort of plus-like shape before firing a blast filled with blue and dark violet star-like energy, sending the robot flying into the sky and likely into space.

Reporters arrived as Harangue was in a helicopter, saying to a camera, "This is Will Harangue, here at the sight of Ben Tennyson once again endangering the lives of good natured folks here in Bellwood USA, having blasted something into the atmosphere."

" **Uh..yeah. The giant robot that I likely sent all the way to Jupiter by now.** " Way Big said, looking at the helicopter flatly as he felt something off, rubbing his head, the red lining on his arm spreading slightly up his arm and towards his neck.

"Well, Ben 10...tell us; what did that Robot want and who built it? Do you know who?" Harangue asked, as Way Big scowled as he was about to say something, but suddenly groaned a bit. "What? Can't talk today, or are you hiding something?"

" **N-No, it's not that...just feel...kinda weird...** " Way Big said, holding his body up with near-by building, being careful not to crush it as he grabbed his head with his other hand...noticing the marks on his palm. " **What the...?** "

Will noticed this and tells his Cameraman, "Zoom in on his hand, now." The Cameraman did so, as he looks slightly disturbed. "Tennyson, What in the world is that?"

" **I...I don't...don't...kn...ooooh...** " He suddenly started to get lightheaded as he says, " **I don't...feel so good...urr...** " He then suddenly got to one knee, his body pressing against he building.

The others noticed this and drove over in Rook's truck, as Julie and Ship ran up, shocked as she says, "Ben, what's wrong?" Way Big groaned a bit as he looked at them, his eyes fluttering a bit as his vision started to get fuzzy...before he suddenly fainted, crashing down with a puff of smoke, the lines covering the white of his body.

"BEN!" The four screamed at once as they ran over to the giant, the Omnitrix insignia glowing a strange red color.

"Everyone, this is Will Harangue saying...Ben 10 is down!" Will said, looking at this with some surprise but had a hidden grin on his face. "The Menace has been defeated by some sort of disease."

Gwen, glaring at the helicopter, suddenly turned into her Magus form with just a whisper as Rook got his badge out. "Magister Tennyson! This is Rook Blonco, we have a Code 19! I repeat, Code 19! Ben has suddenly fallen ill! We need access to one of the Plumber intergalactic Bases, now!"

" _Understood. Show Gwen the coordinates. She can teleport you guys there._ " Max said, his tone serious as Rook showed her the numbers as she nods. She concentrates and moves her hands outward, making a large pink tornado of mana around them disappears from sight with Way Big in tow. Many civilians looked at where the giant hero fell, looking concerned or shocked at what had happened.

(Later...)

(Plumber Moon Base. 12:34)

A beam of light filled the base as Sandra and Carl arrived, running through the hall to where Max was, as Carl looked at him with concern. "Dad, is Ben okay?" Carl asked, as Max put a hand on his youngest child's shoulder.

"Carl, calm down...Ben is getting treated now. Come on." Max said, leading them ahead as they went into a large room where many of Ben's friends were waiting and some family was there already. Gwen was looking downward with a older young man with short red hair hugging her, wearing a blue jacket and a pair of jeans next to an older woman with short red hair and a bespectacled man with brown hair with graying sides. These three were Ken, Natalie and Frank Tennyson, the family of the eldest of Max's children.

"It will be okay, Julie..." Mrs. Yamamoto reassured a worried Julie, giving her daughter a hug as her father was petting a worried Ship, who was curled up on his lap as he gave the two a sympathetic look, showing that while he was harsh, he understood what they were going through. Next to them a shaggy haired blonde young man wearing glasses and a padded vest over a yellow shirt and a pair of jean shorts and work boots, looking down at this time with concern.

Manny stood by a wall, growling as he says, "Dang it...whats going on down there...?" He asked, as Helen stopped him as she saw some unfamiliar faces arriving, at least to her as four people arrived, getting Lucy's attention as well as she ran over.

"Camille, Joel! Mr and Mrs. Tennyson, hey." said Lucy, hugging a red haired woman wearing a dark blue t-shirt and a pair of jeans as the two morphed into similar humanoid aliens, giving each other smiles as a black haired young man with a short ponytail walked up to Max and clapped hi shoulder.

"Hey Uncle Max...sorry to hear about Ben..." He said, as Max nods as he gave his brother a handshake, the man looking like a slightly older but tad more muscular Max with a short mustache and a black cowboy-styled hat and a older woman with gray-streaked black hair.

"Hey Gordon, Betty Jean. How's your part of the Plumbers since coming back on?" asked Max, as Gordon shrugs at this time.

"We have been better...though I wouldn't mind knowing why my grand-nephew is sick..." said Gordon, walking over to the window next to a young man with slicked back hair and an older man with a golf shirt and shorts. He saw him and gave a nod, "Donovan."

"Gord." Said the older of the two as his grandson, wearing a black t-shirt with a logo that looked like the Omnitrix hourglass with stylized '10', likely the promoter for Ben, frowned at this. He then saw a woman wearing a floral dress next to Sandra, as she gave them a concerned look as Gordon nods to her as well before looking outside.

"So, what is going on down there?" He asked, looking at the scene before him as Sandra and Carl walked up, looking shocked at what they saw; various aliens and human doctors, all Plumbers or allies, working on Way Big who was attached to a re-breather-like device

Driba, one of the people up top, looked at them and says, "I can patch us through to the new doctor that arrived...with the Highbreed Supreme!?" He asked in shock as Gwen and Kevin look in shock as they saw the teleportation take place as three beings similar to Adolherd arrived, but very different; one was much taller with a bulkier build and wearing some sort of stylized royal garb made out of a bio-organic fabric and a dark green arm but a white and black body with red eyes. Next to him was a leaner one with a green body and large mass of dark purple tentacles, with dark brown eyes. THE final arrival was a lean and older-looking Highbreed with dark blue cloak-like attire, nine amethyst colored eyes and clawed hands.

Adolherd, seeing the larger Highbreed, suddenly bowed. "Hail to the Highbreed Supreme Reinrassic the Third, the seventh son of the Highbreed house of Derallah-" before he could finish, a green hand touched his shoulder.

"Young Brother, there is no need to be so formal...a friend to the Highbreed is in danger. We need to help him first." He said as he looked at the leaner one. "High Overseer Psonos, these are the ones that helped save our kind and my brother's comrades."

"Charmed." said the lean humanoid with a small bow. "I am Psonos, the high Overseer of the Highbreed. The religious head of our people's grand views on the universe and the all seeing eye of my kind. I am also the adviser of the Highbreed Supreme."

The last of the Highbreed arriving looked over as he says, "I shall be with the patient..." as Kevin stared in shock.

"...Whoa, that DNA fix may have been a little too rough on that guy..." Kevin said as the doctor Highbreed looked at him with a slightly confused look.

"I've always looked like this. I'm a Bionetic, the medical class of Highbreed. My name is Bortaric." He said, giving a small bow as Sandra walked over.

"You're going to help my son?" She asked as Bortaric looked at her with sympathetic eyes, nodding as he reached into his shell and picked out a small device and showed an image; of him with a more feminine-looking blue and gray Highbreed both holding a small creature with dark blue skin but none of the organic armor the older Highbreed has.

"If not for him, I would not have my daughter. I owe him that much." He said, putting the device away before going down the elevator and joining the doctors below and began to wrap around his arm, creating a sort of liquid that began to heal his arm, the cracks in it starting to heal a bit but glow red.

Down there, a woman with dark pink skin and violet energy for hair was using magic to heal near his head, as she put a hand near his chin. "Don't worry, Ben...Grandma is here..." She said, her voice slightly distorted with the energy she was flowing out.

" **...Heh...** _ **Over the river and through the woods to grandmother's house we go...**_ " said Way Big, his tone showing that he was out of it as the Highbreed stared at this, as did the other alien doctors who looked at Verdona with confusion.

"...Earth nursery rhyme." She reassured as Verdona looked over Ben, as her hair went onto his forehead. "Better let him rest-" She suddenly went wide eyed as she read what was forming in his mind as she yelled out, grabbing her head as she groaned a bit. "Oh dear..."

Upstairs, Rook frowned as he asks, "What kind of virus is this?" Suddenly the door opened as the group all turned to see a surprisingly serious Blukic and Driba walk in, the stalker o the two holding a laptop-like device as the two jumped up.

"It's not a virus, it's the Novan Blight." said Blukic, showing a holographic image of something. "We analyzed the Omnitrix when he arrived and it seems that the cosmic energy making Way Big has been disturbed, which only fits the Novan Blight's hunting style."

"You see, it creates this disease to lower a To'kustar's defenses, making it much more vulnerable to get their cosmic energy absorbed into their bodies for nutrients. Novan Blights eat plasma found in stars and space dust, and To'kustars are filled with it." Driba explained further, as he walked up at this. "So we need to get inside of him and extract it."

"Wait...you want to go INSIDE of Ben?" asked Sandra in shock as Blukic showed another image; this one of a strange looking device.

"We made a shrink ray to get a device like a submarine to shrink the two of us and a team to hunt it down." said Blukic as the blonde young man walked up, confused.

"Where the heck are you going to get a submarine? I don't think there are any that good for this." said the young man as Driba nods.

"We know, Clyde. But we need to find SOMETHING like that..." said Blukic, as Julie wen wide eyed in realization as she stood up.

"Ship can help with that. Before he got kidnapped by the Forever Knights way back, he showed me he could turn into a submarine." said Julie, as Kevin did a double take at that.

"So that's what happened to the fence..." Mr. Yamamoto muttered, thinking that over, as Ship looked up at this.

"Since Ship only listens to you or Ben, you're in." said Driba as she nods, as Driba looked around. "Anyone else? We'll need a pilot for the submarine itself."

"I'll do it. Grandpa has taught me a lot about how submarines work and I helped Ben with those crazy aliens back in the Bermuda Triangle. Besides, it beats pushing pencils." said Eddie, walking up next to Julie, as Rook did the same with a nod.

"We're in." Manny said as he, Cooper and Helen walked up as Alan stayed behind, not wanting to cause any trouble.

"As much as I'd like to help, I do NOT want to know what Ben looks like on the inside." Kevin said as Blukic shrugs as he went over to the window and got into a microphone.

"Hello. This is Blukic, one of the Galvan scientists for the Earth sector of the Plumbers. We need at least one of you to come with us on the inside of Way Big to remove the Novan Blight from his system. The rest of you are here to make sure the disease doesn't get any faster. So, who volunteers?" Bortaric looked at the others and nods as he raised his tentacles.

"I shall help remove this virus from him." said the Highbreed, as Blukic only had a flat stare at that.

"It's not a virus." Blukic said flatly, somewhat annoyed by that. He looked up as he looks at the group as Joel walked up, patting Lucy's shoulder as he walked over.

"I won't mind helping. You guys need at least one experienced Plumber in these kind of missions." Joel said as Driba nods in agreement as he motions them along as they went into the lab there as Driba jumped up and powered up the device.

"We left it here so that we could test it giant moon rocks." Blukic explained as Julie nods, putting ship on the front o the device and nods.

"Okay Ship, Submarine!" Julie said as Ship glowed a bit, his body turning into a military-grade Submarine as it gave an alarm sound that sounded like 'Ship!' as they went up to the top to open the top of it and goes inside as Driba got a wireless device as he got a syringe out. Bortaric slinked into place as he looked around.

"Hmm...so this is an Mechamorph Submarine form is like..." The Highbreed said as Julie went to the front of the ship as Eddie got into the pilot's seat.

"We're ready, Blukic." said Driba as the two went into it as well as Blukic pressed a button as the ship shrunk down, as it landed on the ground at about a much smaller size. Lucy picked up the syringe and placed it into the liquid before going downstairs.

"Alright Lucy, just put us in a point closest to Ben's head. We need to get into his brain to remove the Novan Blight." said Driba on her communicator as she nods

"Gotcha, the faster we take care of this virus the better. I don't know how long Ben has left..." Lucy said as she came into the room and towards Way Big.

"Its not a virus!" Both Galvans yelled into her ear, making her cringe a bit as she went near where the white skin was on his neck and, feeling a vein, put the syringe into it and squeezed down to let it in.

" **OW! What was...whoa...Why are you purple, Luce?** " asked Way Big with a groan as Verdona sighed at this.

"Sorry Lucy dear, he's been like this for awhile..." said Verdona as she saw the syringe. "Take it they found out what's wrong?"

"Yeah, something called a Novan Blight got in him..." said Lucy, making Verdona go wide eyed as she pressed a button with her hair as wraps went around his wrists and ankles, confusing Way Big a tad.

"\ **...what's going on...?** " Way Big groaned as the other doctors went over to Verdona and Lucy, confused as she used her magic to keep the healing up.

"The Novan Blight is a dangerous thing...if it's going to his brain, he'll be going through hallucinations...and I doubt we want a rogue To'kustar going postal in here." Verdona explained as they all nod, agreeing as they went back to work.

(Inside of Way Big's arm. 14:03)

The submarine floated around in a light red ocean of liquid, spotlights shining to give them some light as it avoided large, circular discs that came around them. "Hemoglobin, veins pumping...this is diffidently a bipedal organism." Bortaric said, watching it from his window as Manny looked at the tentacled doctor.

"Man, you know a lot about how a body works, huh doc?" asked Manny as Bortaric looked at him with confusion, his 5 eyes blinking a bit.

"Of course. I had to heal DNAlien scouts during the war when I was stationed on Kinet. They were organic, so I had to learn how it worked." Bortaric explained, as he notices odd looks. "Highbreed physiology is less like flesh and blood and more...what's the word, 'squishy' or something along those lines. We have the hard armor but our body is specially designed for these armored bodies to adapt to situations."

Julie nods as Joel looked at this as he asks, "We going the right way?" Joel asked, but Rook frowned when he looked at the radar.

"...We have boogers on the port bow." Rook said as Helen sped over, looking at it with confusion.

"One, it's called 'bogey.' And two...what can there be in here if the virus can't multiply?" Asked Helen, looking at this with confusion...as Driba's eyes shrank.

"OH no.." said Driba as he got up and went to the window and says, "Ship, make a signal about your body to negate the movement of leukocytes near here. They are dangerous if they think we're pathogens."

"Wait, they would think that?" Asked Eddie with a surprised tone as he saw something ahead as he says, "What is that?" ahead of them was a blob-like creature

"A leukocyte. Specifically a Eosinophils, a parasite remover." Bortaric said, concerned as the cell came their way, the cell sparking with red energy.

"What is wrong with it?" asked Julie in confusion as Cooper analyzed it with Ship's online computer.

"It's effected by some sort of energy..." Cooper asked as he looked at Blukic and Driba. "Is it doing something to the white blood cells?"

"Yes. Novan Blights are able to trick leukocytes to attack the body...we need to get around them. Full speed ahead, Ship! Do not let them touch you!" Driba said as Ship gave a beep of confirmations it sped forward, moving around with Eddie's help as Joel frowned at this.

"This reminds me of when I was with a squad in the middle of a riptide in the North Atlantic...if I am right, we should be heading for a fork by now, right? How do we trick it?" asked Joel as he looked over things...and saw something and pressed the button. Suddenly a small device was fired to the right which caused the white blood cell to go after it.

"What was that?" asked Blukic as it followed after the small device, with the submarine going faster to avoid any more of them.

"A small drone. It should keep it distracted." Joel said as the submarine went forward as Gwen concentrated and nods.

"Okay, I sense the dog's mana...but I am sensing something odd about it...it's not as aggressive as it may look. I think it's scared of us..." Gwen said as Julie looked at this with confusion before rubbing her chin at this.

"Well, the last we saw it, we DID Crash it's master's home." Julie said with a shrug as she noticed something...off. "Uh...Is that from the virus?"

"It's not a virus-whoa..." said Blukic as he looked at this with shock. "This isn't good..." In front of them was a black and red marks, making Gwen's eyes widen in horror at how it looked...very familiar to something from the past.

"Oh no...I don't want to know how Ben is gonna react when he sees that..." Gwen muttered, as the ship suddenly began to jerk around. "Whoa!"

"Hey!/What the?/Control this thing!" The others said in shock as Joel looked at Eddie, who grunts as he tried to keep him still.

"What's wrong, Eddie?" Joel as the younger Grandsmith grunts as he pushed on the controls, pressing buttons to stabilize it.

"I think Benjamin is going through some sort of seizure or something...he's moving like crazy!" Bortaric said as blood cells began to move fast, knocking into them.

(Outside...)

Way Big groaned a bit, his body moving up and down as he was shaking, yelling out in pain as his arm as now black and red, giving off an odd glow. "Ben!" Max said, as he and the others ran down but some Plumber medics in Hazmat suits blocked them.

"Magister, wait. You can't interrupt them." said the doctor as Verdona flew to Ben's face, concerned.

"Ben, calm down! We're here to help." Verdona said, trying to help reassure him as Way Big was looking at his arm.

" **Mal...ware...get...away from...** " Way Big said, his body glowing with blue and violet energy as lightning made of cosmic energy flew around the room, zapping things as everyone ducked.

"Ben, calm down son! It's okay, we're here!" Sandra yelled, as Way Big groaned a bit as Max turned to Verdona.

"You guys need to calm him down. Get him to sleep or something so the others can get to him." Max said as Verdona looked at Carl and Sandra...before nodding as she looks at one of the Plumber medics, who looked up and nods as she took off her uniform...revealing herself to be an lilac-colored Anodite as well with shorter energy hair before flying up.

"Don't worry, baby brother. Mom and I got this." said the younger Anodite as Carl and Frank looked shocked at this.

"Fay!?" asked Carl and Frank in shock as Clyde looked confused, as did Tetrax and the other Plumbers.

"Uh...who is that?" asked Reinrassic, looking at Max who gave them a sheepish look.

"Oh yeah...some of you don't know about our family...this is Carl and Frank's big sister, Fay Tennyson. She's Sunny's mom." said Max as Fay and Verdona both nod as they concentrated.

"Don't worry, Benji. We got you..." said Fay as she and Verdona's eyes glowed. "SOMNUS!" The two said, using their magic to make sparkles go over him, making him groan a bit.

" **Don't...let him...Feed...back...** " Way Big said, sleeping as Fay and Verdona came over to Max, the younger Anodite crossing her arms.

"Okay pop, who's 'Feedback'?" Fay asked as Max looked at them and nods. He looks at the non-Tennyson relatives as he gave a sigh.

"Okay...family only though. It's Ben's place to tell others outside of it." Max said, as Reinrassic nods in understanding as Max motions his relatives to follow him so he can tell them something. Reinrassic looked at the giant, confused

(Inside of Way Big)

The crew was getting closer, as Ship gave a whimper in his large size as Julie patted the wall to comfort him, as Gwen says, "Ship is getting worried..."

"Seeing Ben like this...so am I...are we near the brain yet?" asked Rook as Driba nods as he looks up at this.

"We should be nearing an opening that the Novan Blight made." Driba said, rubbing his chin at this as he frowned

"Yeah, time to bust a virus." said Eddie with an nod as Driba gave a flat glare to him as Blukic as he sighed a bit.

"It's not a virus...then ext person who calls it that I'm smacking with a wrench." said Blukic in a warning tone as they came across a thin opening as he says, "Just drive through that...it is thin, but it self repairs."

"Okay..." said Eddie as they drove through it...but began to fall from the air, making everyone's eyes widen.

"...we may have miscalcu-LAAAAATEEEEED!" Blukic said, as they all shouted in shock as Ship gave out a loud beep in shock as it changed into its spaceship form and took off into the air, making them all groan a bit.

"Ugh...that was...whoa..." Julie groaned at that as Eddie and the others looked up in shock as they saw a large, 6-legged slime creature with a dark core in the body with gray scales covering the top, the Nemetrix inside of it's glob-like body and having 7 legs and two tiny red eyes. At their size, it was about the size of Humongasaur, and it was attached to what looked like a collection of 'wires' on a stem, likely for the brain and the fin itself.

"...Ah boy...tell me, how much time do we have to take it out?" Gwen asked as Blukic began to type something and nods at this.

"Okay...this isn't good..." Blukic as he says, "If I am right...after his little freak out, we got about...40 minutes to take him out. Because by that time, our shrinking will wear off and we'll grow back t our normal sizes...and that would do immeasurable damage in his head besides what the Blight does! We need to get it out, now!" said Blukic as Julie nods as the creature began to fire red, cosmic energy at them as they flew around the blasts.

"Okay...Eddie, let me on." said Joel as Eddie took off of the controls as Joel glared ahead, smirking to the others.

"Cousin Joel?" Gwen asked, as Joel smirked at her and nods.

"Call me...Omega Squad Leader Joel Tennyson." Joel said, pressing on his belt buckle. Suddenly a dark red fabric formed over him, taking the form of an old school Plumber Uniform but with an Omega insignia on top of his Plumber Badge.

"Wait...Omega Squad...But...that was decommissioned after the end of the Lenopan war..." said Rook, as Joel ave a smirk at this.

"Who do you think was in charge of it?" Joel with a smirk as he says, "Buckle up, kids! You're about to watch a pro at work!" Ship gave out a bellow as it dodged over the fire as Bortaric went to a station, and buckled in, as did the others. "Bortaric, you're a veteran too, right? Lets show these newbies how we veterans do things."

"Indeed Joel Tennyson. It has been too long since I have been in combat." He said as his body began to spread out, his tentacles going into Ship and began to heal any damage he has. Ship beeped in confusion as he looked at the others who stared in shock. "My powers isn't just limited to ORGANIC life, humans...we Bionetic aren't just medics, we are mechanics. We were meant to keep both the soldiers and their equipment at 100%."

"Okay battle stations! Manny, Helen! Take the cannons! Cooper, help Rook on Radar. Julie, keep Ship calm. Gwen, you get ready to put a leash on this dog. Bortaric, you keep this ship together. Eddie, make sure to keep an eye on any opening. You know how to get around under water, so that can help us." Eddie nods as he went to the computer and began to type, getting for any form of off set cameras around the ship. "Blukic, Driba, keep an eye on that timer!"

Ship flew around, dodging the energy blasts as Manny and Helen fired at him with Ship's cannons, while Rook scowled as he was keeping the radar on standby to get around him. Gwen got near a button to attach a latch onto the buggy alien as it was hit, making it roar out as it was hit by the lasers, making it roar out before the Nemetrix came into view.

"I got visual on the Nemetrix! Fire now!" said Rook as Gwen nods, firing out the grapple before it got onto the monster's symbol, making it roar out as it was caught, making it let go of the spot it was clinging too. The ship flew forward, the creature still hanging on as Blukic saw this and frowned.

"We got 27 minutes before the shrinking is worn off!" Blukic said, as Driba looks around.

"Mr. Grandsmith, do you see anything that looks like an exit! A nostril, a ear-hole, ANYTHING!" Driba said as Eddie looked around as he saw light ahead and nods.

"I see something ahead! On the Port side!" said Eddie as they nod as Julie whispers to Ship, as it beeped loudly as the thrusters went into overdrive.

"How are we gonna get out!?" asked Driba as Julie got an idea as she went to Rook.

"You got any sneezing gas or something?" asked Julie as Gwen got the idea and nods to Rook, who nods back as he got out something.

"This should do the trick." Rook said as Julie handed it to Gwen, who got ready to teleport it as they went into the light, which had hairs in it.

"Nose hairs...the nose!" said Driba as Gwen dropped the bomb, making it disappear...and it exploded into powder in his nose.

Outside, the sleeping Way Big groaned a bit as he felt a ticking sensation as he gave a few groans. " **Aaaah...aaah...ah no...** " The doctors heard this and all ran away, finding cover as Max heard this, going wide eyed.

"Everyone, hit the dirt!" said Max as Verdona put a barrier around everyone as they ducked and covered as Way Big continued to try and hold it until-

" **AAAH-CHUUUU!** " Came the thunderous sneeze, sending a shock wave out as a tiny speck was flown out of it's mouth before it glowed bright and returned to the large spaceship, making it crash onto the ground before Ship returned to normal, making those inside fall out with a groan with the dog alien returning to normal, shaking itself off with a small growl.

"Ugh..." Kevin said as he saw the windows had cracked open from that as he came downstairs with Alan, both powered up and got their powers ready; sparking electricity for Kevin and fire for Alan as the two advanced at he dog. "Hey there, pooch...down...stay." The dog-like beast growled, glaring Kevin down as he glared back, as if testing the dog...before it tilted it's had curiously...before it began to glow red, making it howl out in pain as it's body glowed red.

"What the?" asked Julie as she and the others sat up and looked in shock as it began to change into Crabdozer and then into the Root shark and then the Mucilator. "Whats going on?"

"The Nemetrix...we must have damaged it!" Rook said as the monstrous aliens roared out as I kept changing before it suddenly vanished from sight, it's body glowing blue and then vanished, making them all look confused as they saw the red and black lining began to fade, making Way Big sigh a bit.

" **Ugh...** " Way Big said, calming down as Bortaric looked at him...and nods to the others, giving them confirmation of his health getting better.

(Later...at the Recovery room for normal sized patients. 16:54)

Fay was looking over Ben's vitals, nodding as she gave Ben a smile, with him back in his human form with Sandra and Carl next to him as she gave them a nod. "Don't worry Ben, the Virus is out of your system."

"It's not a virus!" said Driba and Blukic from outside of the room as Fay just chuckled a bit as Ben got up and gave her a friendly hug, which the energy being returned with a smile as they walked out where the crowd came over and looked the four over, especially Ben.

"Don't worry guys, I Got a clean bill of health." said Ben, reassuring them as Julie walked over, kissing him on the lips real quick before hugging him. Ben gave Mr. and Mrs. Yamamoto a sheepish look, but the two just gave a shrug, giving him a pass for now as Vera hued him as well, unaware of Verdona and Max's whispering before they nod with Verdona shining brightly.

"Hmm?" Natalie asked as she saw Verdona in a more human form; her hair was neck length and silver colored, dark blue eyes and wearing a dark green shirt, a gray bandanna around her neck and a ankle-length skirt and black shoes. "What's with that, Verdona?"

"Given some of the recent events with...well, my part of the family. I am starting to realize that I am losing touch with the world...which may be causing me to not have full control. So, Fay and I are moving in with Max in Bellwood. If you don't mind." said Verdona as Gwen smiled at that.

"Really? Swee-wait...doesn't that mean...?" Gwen began as Ben and Kevin's eyes shrank nervously, as Julie groaned.

"Ah crud..." Clyde said as Joel gave Lucy a concerned look, who just looked super confused before someone appeared beside Fay...two somebodies to be exact; One was a 6'7 giant of a man with a thick body with noticeable hair on his forearms, chest and a full head of hair and a thick bushy beard, but had kind-looking brown eyes and wearing an outdoorsy flannel shirt and a pair of jeans with workman boots.

But the newest arrival was a Gothic teen with short black hair, blue-violet eyes and a very out-there attire; a pair of earrings in her right ear, a black jacket over a purple shirt with a panther head on the front, a pair of black jeans and black spiked boots with a choker around her neck with a strange ruin on the front. Fay then shined herself, turning into a brunette with cyan colored eyes, a blue polo shirt and a black skirt, smiling at this time.

"Yep, we're in Bellwood now. Hope yo don't mind, cuz." said the Gothic teen with a smirk as the tall man gave his daughter a look.

"Don't get smart, Missy. You know the drill AND what Grandpa Max said." said the man as Ben looked confused and concerned.

"What's going on, Uncle Manny...?" asked Ben as the man, Uncle Manny, just smirked as he crossed his arms, giving his daughter a bit of a self-satisfied smirk.

"Don't you know? We're having Sunny here learn some responsibility while we're here...she's going to the Plumber Academy." said Uncle Manny...as Julie, Lucy and Adolherd looked like their blood ran cold.

"...Someone just put that virus back in me now, please..." Ben groaned, as Driba looked like he as about to burst.

"IT'S NOT A-ah forget it." Driba said, his tone flat as Blukic just chuckled a bit at that. "It's not funny..."

"Yes it was." Blukic said as Driba just shoved him away out of annoyance. Ben looked at he others, concerned as Sunny just gave Gwen the stink eye, which was returned in full force. Ken got between the two, hoping the lessen the tension as Kevin was about to sneak out.

(At Psychobos' lab. 16:56)

Psychobos nods as he looked at the Nemetrix, which was sparking slightly from the damage it had sustained from the latch from Ship's grapple, frowning a bit as he says, "It appears that those brats have damaged the regulator...it'll take time to make repairs." said Psychobos as Orianus pat the dog, who was groaning a bit in pain.

"Dang...who knew that thing could almost rip this mutt to bits." said Orianus, making Psychobos look up interested as Malware and Khyber were busy looking over something.

"Yes...quite interesting indeed..." said Psychobos, chuckling evilly as if an idea had formed in his head, looking a the shining face of the Nemetrix as he just chuckled darkly.

End of Episode 3

Well, this was a heavy hitter. I hope it wasn't TOO confusing on what was going on or too cluttered, but here I introduced many characters who will be playing parts in future events. I always felt it odd that characters who were affiliated with Ben only had like one appearance or just never appeared again after awhile. So I decided to give Ben's family a bit more of a role in the future for some story ideas that I can use. Anyway, hope you enjoyed this. Please Read, Review and Suggest away!


	4. The Jail Break

Okay...with the ideas I had with this, it's time to get with this. To give a fair warning, there is gonna be a LOT of aliens from both Holycrap1996 (Sorry for the name ^^;) and Zigwolf, along with my own updates on some aliens that can be seen as 'useless' and my own take on a certain alien. It's time to highlight adaptability this time! As you know, I don't own Ben 10. Enjoy!

Jail Break

(Skies over Bellwood. March 14th, 15:35)

Psychobos was flying down towards Earth at this time, as a video was playing near him. Malware hissed as he asks, "Why are you going to Earth, Psychobos?" The crab-like alien only chuckled at this, rubbing his feelers as he looks at him.

"Simple my mechamorphic friend. To fix the Nemetrix, I need to take the regulator out of the Omnitrix...and if the mongrel's damaged state is anything to say, it's as if the regulator can cause great harm to that 'hero', and I use the term loosely." Psychobos said with a dark chuckle as he says, "Besides, Khyber and Orianus is there to help keep that dog in check."

"I can easily deal with them. Why not just allow me to do this?" Malware hissed as Psychobos just rolled his eyes.

"Yes, that sounds ingenious...Have the monstrous Mechamorph appear in the Plumbers HQ where Ben Tennyson is in when he thinks you're dead. PERFECLTY understandable idea." Psychobos muttered, as his ship landed near Max's place and chuckled a bit as he got things set up.

(Inside of the Base. 16:01)

Walking through the Prison holding cells, Hulka was going through the prisoners. "Isosceles Right Triangle Vreedle." He said as the white-skinned cowgirl just gave a flat glare. "Fistina." He got a 'here' from the robotic woman. "Captain Kork." He got an 'aye' from that. "Clancy." There were buzzes in the padded cell he passed as he nods. "Skurd." Silence. "Skurd?" He frowned as he went to a cell and banged on the door. "SKURD!"

"What? I am watching something." said the slimy alien, with a remote next to him as he was watching a small TV at this time. He was rather small for the air-tight cell, but they didn't want to take any chances with him.

"Listen here you little Parasite, we're only giving you this cell because you said you would give us information about the rumors of Malware's reappearance...which I still doubt. That Mechamorph was destroyed 5 years ago in front of Max's eyes." said Hulka as Skurd raised a would-be eyebrow. "And don't play coy; you were connected to a man who had a weapon that Malware helped create before his death."

"Yes...but does that automatically mean I KNEW him? I did most of my dealings with Khyber or Dr. Psychobos. I only heard who they say was Malware through computer screens. I never physically met this guy. SO if there is any information, I do not know what I can give." said Skurd as Hulka scowled at this.

"Then enjoy your stay, Slimebiote. You can last a pretty long time..." Hulka said, heading ahead as he heard explosions down the hall, chuckling a bit. "The cadets are getting slaughtered..." He shook his head at this.

(Plumber Training Room. 16:11)

"Whoa!" said Rhomboid, wearing a dark gray uniform with his brother who was wearing similar, yelled as they were sent flying from a blow from Alan, who smirked as he was in his fiery form. Boid and Octagon groaned as they looked at the Pyronite.

"Come on you two, I thought you were tougher than that." Alan said as Cooper stood by him, nodding in agreement.

"Yeah. Come on, don't tell me you didn't get any fundamental training." said Cooper as Boid groaned a bit.

"Well, that's nice and all...but we were always best with, as you would say, the weapon-based parts of the tests." Octagon said, rubbing his head as he got up, putting his hat back on.

"Eyeah...though I'd think the banana guy would be doing better than us." said Boid, looking to see Adolherd having to go against Manny, who used his two upper arms to hold his arms up before punching into his gut, making him grunt.

"Heh, that was an easy thing." Manny said as Lucy was screaming as she was currently getting twisted up in a tornado from Helen as Sunny, now wearing a dark violet uniform, tried to kick at Julie, but the Asian young woman ducked around before she hit her in the gut.

"You may have more magical power...but in hand to hand, you stink." Julie said as she ducked around Sunny's kick as she then did a side sweep as Ship was near by, in the form of an electric scoreboard as it added another point on a side hat said 'veteran'...which was about 17 over the other half, called 'cadets' 5.

"At least I don't have to against Ben..." Sunny muttered sa she heard a yell near by as Rook was sent flying with a swipe from a spiky fingered grasp as a plant-like alien smirk at him. It looked like Pax but a tad more muscular with green-brown skin, a single blue-green eyes with two blue-green growths on his shoulders, a flytrap-like flap around his head with razor sharp black teeth and 8 seed-like growths on their back, with the Omnitrix symbol connected to a device on his flytrap.

"What's wrong, Rook? **Wildvine** too much for you?" Wildvine asked, his voice sounding kinda raspy and feral.

Rook frowned as he says, "This was not what I had in mind when we said we should spar. I said we should try and keep our reflexes sharp."

"Yeah...so..." Wildvine suddenly slammed down on the Omnitrix, becoming a familiar parka-wearing fighter. "Lets see how well you reflex against **Hotstretch**!" He then stretched his hand out and slammed into a near-by pillar, shattering it as Rook dodged it.

"This is meant to be weaponless combat. You are cheating." Rook said as Hotstretch scowled at that, rolling his eyes at that comment as he slammed down on his belt, roaring out as he was then pressed against a wall by Humongasaur.

"That sounds like you're complaining, Rook. Look, I had a talk with Hulka so he gave the okay for it. And two...in battle, there is no such thing as 'cheating'. What this is meant to be was a lesson in adapting to a situation." He then got up as he says, "Okay guys, you can stop treating the cadets like punching bags. I got something to say.

Helen nods as she stops, wearing a dark blue uniform as Lucy got back down, looking really dizzy. "Let me know when the room stops spinning...ugh..." Lucy then fell on her back at this as Octagon and Rhomboid got up, the latter rubbing his head.

"What are you talking about, Ben?" asked Sunny after getting out of Julie's hold as Ship slinked over at this.

"The reason Hulka wanted this drill was so you new guys can learn how to adapt to a situation. It's why Lucy had to deal with a super fast alien, Adolherd had to deal with a three-handed Tetramand, why the Vreedles had to deal with a rather unorthodox tag team and why you, Sunny, had to go against Julie without either of you having access to the thing you use as a crutch at times." Humongasaur said, crossing his arms at this. "It's all about learning how to make do."

"What do you mean? Like when the Omnitrix fails on you?" asked Rook, trying to get up but got pinned down by Humongasaur's tail.

"Yeah, there are times when the Omnitrix gave me aliens I didn't want...but I had to learn to adapt to any situation given to me. There are times I get a new alien and I have to learn how to use their powers on the fly. So yeah, I don't just think I'll win...but I try my best TOO win when I need to." said Humongasaur before turning back into Ben.

"Well...I don't know about the rest of you, but I need to rest." said Lucy, getting up as she shakily kept herself steady as they headed out, Adolherd muttering to himself in annoyance having lost to Manny as the Tetramand smirked.

"Heh, and that's how Alien Force does it." Manny said as Helen just rolled her eyes at that but kept quiet as she followed after them. The alarms then went off, making them go wide eyed as they followed the crowd towards the main area with many cells are placed.

"What's going on?" asked Ben as Ship went around Julie as Rook picked up his Proto-Tool and the others got their weapons on the way out, Sunny's hands shining with mana as she followed after them.

"Perimeter Breach! Multiple targets are coming in!"Max said as they followed after him as they looked up and saw various machines coming in, which had the appearance of large robotic serpents. "Concentrate fire! Watch out!"

"Got it!" said Manny as he fired with is four guns, followed by Helen and her blasters. Cooper's eyes shined a bit as one of the serpents suddenly jumped the other as many others came down.

"RAH!" said Adolherd as he picked one up and slammed it into the ground as Lucy smashed it's head after he got it near her. Sunny fired a barrage of mana spheres as Ben got ready to join in, ducking from a blast.

"Keep your head above!" said Rook as he and Julie fired at the serpent-like robots, unaware of Psychobos coming in.

"That's heads up. Alright, it's Hero Ti-OWWW!" Ben suddenly called out in pain as a purple blast of electricity picked him up before Psychobos came into view, chuckling evilly before grabbing his wrist with his larger claw, maing him yell out as he was lookint it over iwt his smaller claw.

"Ah, Psychobos. You are here. Good..." said Skurd as Psychobos saw him in his cell and chuckled a bit.

"Apologies my friend...but our partnership is here with null and void. Your final pay is in your account...don't spend it all at once." said Psychobos as Skurd looked insulted at that.

"Hey! What do you think you're doing!?" Ben said as Julie and Rook turned at this and ran forward.

"Hey, let him go!" Cooper said as Ben tried to shake him off, as the top of the Omnitrix opened up as the purple electricity went nito it, making him yell out.

"Let go you...freaky...brain storm guy!" Ben said in pain as the shocks went through his system before he was dropped, a small circular device taken out of the Omnitrix.

"If you insist. Now...to finish you off..." Psychobos said, his brain exposed as he glared down the young hero, but got hit by a few blaster hits as Rook, Julie and the Helpers stood around Ben as he got up, going back a bit to get some room.

"the Cerebralcrusastean is going to escape if we don't stop him!" said Rook as Ben got the Omnitrix ready, as Skurd noticed the hole in the side of the top.

"Uh...my boy?" Skurd said as some of the other inmates who were by their cells watching the action noticed it as well before a shockwave of green light came out of the Omnitrix.

"What the-" Ben then yelled out in pain as a green aura of energy went around him from the Omnitrix, sending sparks all over the area as Rook and the others looked in shock.

"Ben!" said Julie as she ran over, but yelled out as she and Ship got hit by a blast, seperating them as she cried out in pain as her jumpsuit began to expand in size, as well as the rest of her. Manny yelled out as he felt horns growing on his face and Helen began to notice crystals growing from where she was hit. Alan cried out as his flames started to turn snowy white and Cooper began to grow fur.

"What is-GAH!" Rook yelled out as his body began to shrink as Ship began to screech out, turning into a howl-like compterized roar. He then saw his skin was green in color and had an underbite and a familiar-looking tail, looking like Upchuck with his facepaint and jumpsuit. "Well...this is unsettling..."

"WE're here!" said Blukic as he and Driba gave ammo to the others before they saw what had happened, as more energy began to go from Ben, yelling out in pain.

"Get...bad guy...before he...escapes..." Ben forced out as Psychobos chuckled evilly as he was floating away.

"You backstabbing crawfish! I'll see to it that you are put in a boiler for-WHAT IN HEAEN'S NAME!?" He then saw a 16 foot tall giant reptile come out with a roar, looking like a somehwat more slender, dark orange and tanned reptile with small horns growing out of the side of it's head and having dark brown eyes and darker brown stripes on it's body...but a noticeable pink jumpsuit.

"Get down here!" It said in a roaring but still noticeably feminine voice as the tail-which had some spikes on it-swatted a near by robot and crushed it under it's weight. Max looked in shock as he and the other Plumbers tried to open fire as the giant reptile tried to get Psychobos, but escaped.

"Uh...where did the female Vaxasaurian come from?" asked Blukic in confusion as he then saw something that made his jaw drop. "By Galvan Prime..."

"What is-Ooh..." said Driba as he saw a robot getting ripped apart from a familiar tiger-like creature but wearing a purple jumpsuit and having a bit of hair on his head...that looked like a mane of golden brown fur an dblue eyes, roaring out as another creature, that had a black and green coloring but had four legs and razor sharp teeth, was ripping another robot apart. "Oh dear...get Ben contained, now!" The two then qucikly went over to Ben and clamped on a device over the Omnitrix, stopping the energy excess and then dragging him on their scooter towards a spot away from sight as they got some scrap parts

"Sorry Magister...but the intruder escaped." said Rook, now in his Upchuck form as Max looked at him wht confusion.

"Rook? Is that you?" Max asked as he looked and saw the female Vaxasaurian rub her head, looking very confused as she looked herself over.

"Uh...how come I'm suddenly a giant lizard?" It asked before the others looked confused. "It's me, Julie." She said flatly at this.

"...I thought It was you." said Adolherd with a nod as Lucy was tapping her chin at this. Julie gave her a confused look as Sunny was biting her lip to stop from laughing.

"You know, I Don't think pink compliments that skin tone at all." said Lucy as she turned and screamed out. "AAAAH! CREATURE FEATURES!" Infront of them in more hospoche of alien parts was Manny, Helen and Alan. The three looked like combinations of different aliens; Manny now had lost one of his prostehtics making him have only three hands but also have four arms that had yellow membraines under his arms, a 'y' shaped horn inbetween his four eyes and jagged teeth. Helen had a crystalized body but still looked like her usual self despite this and her face had a noticeable clamp over it. And finally Alan looked like he had a hood with his body with dark gray spots and his fire more of an icy color.

"Haha, funny...WHAT THE HECK HAPPENED TO US!?" asked Manny in annoyance as he says, "I look like Jetray! But a freaky mutant one!"

"LET ME TELL YOU SOMETHING, MANNY ARMSTRONG! IT'S VERY LIKELY THAT THE ENERGY FLUX FROM THE OMNITRIX TURNED US INTO HIS ALIENS!...WHY AM I SHOUTING!?" The Appolexian in the room said, suddenly confused with his sudden incrase in volume as he monsterous green and black alien was ripping the now down robot.

"Ship?" asked Julie as she walked over to the creature, who looked at Julie with confusion before it sniffed the air and ran over, rubbing it's head against her leg. "Yeah, that's you boy...but why are you like that?"

"He's got Vulpimancer DNA." Blukic said, as he looked at the device. "All we need to do is update the Omnitrix. Psychobos likely damaged it, so we just need to make sure everything is in order..." He then got a strange-looking disc and put it into the opening in the Omnitrix before putting it down. Unknown to them hwoever, the sound of groaning from a few cells above Skurd was going on as electrical sound and beeping are heard.

"As long as that energy didn't get into anything unneeded, it should be just you guys who got effected." Driba said as Adolherd looked at Julie with an amused look.

"You know, that form could have helped on the trip." Adolherd said as Julie gave a faint growl in annoyance at that.

"Yeah, yeah...laugh at the fact the Japanese girl got turned into the giant lizard..." said Julie as she saw Helen was having trouble standing up.

"Whoa-Whoa! What is with my feet?! It's like trying to stand on shiny marbles!" said Helen in shock as Alan was shivering a bit.

"Ugh...my temp is all messed up! I can't tell if I'm hot or cold!" Alan said, looking faintly annoyed at this time before hearing the sound of sinister laughter as Ship growled a bit.

"Wait...you smell smoke?" asked Ben asked as he could swear the cells was shaking as Blukic and Driba were looking over the last few things. "Okay, you two know what you are doing?"

"Morphogentic griding, check...flux webbing...coorindary functions..." The two Galvans nod as they slammed on the Omnitrx head to get it to reboot and a bright flahs of green filled everyone's vision.

"...I'm gonna say 'no'." said an irritated voice as Blukic and Driba looked and saw a softball sized sphere with black lining on it with yellow-green eyes glaring at them, the Omnitrix insignia on his forehead. He looked up, showing annoyance at this.

"Hmm...that is odd...the regulator that he took was for the DNA transformations...must have made it to go past the unlocked aliens...we better make sure things are complete before things get from bad to worse." said Driba as the sound of cells breaking open got their attention.

"HAHAHAHA!" said a voice as a dark blue Shocksquatch wearing a broken version of Bubble Helmet's armor came out of his cell, roaring out as Fistnia broke out of her cell, looking like a dark violet Galvanic Mechamorph before glaring ahead with her single eye.

"Heh...looks like we're getting out!" said Liam, his body coated with sandy-colored armor and eye extensions over his eyes, his bladed arms still noticeable and having dragonfly-like wingso n his back.

"It's a jialbreak!" said Rook in shock as Ben rolled his eyes at that.

"And the award for the most obvious thing ever said goes to..." Ben said as Julie gave him a flat look at that.

"...Is that the power of that alien? Super sarcasm?" Manny asked as he reached for his guns...but saw that his stump couldn't get his gun and he couldn't bend his arms to reach for them. "Dang it! My suit isn't made for this body! I can't get to my guns!"

"Thunder..." Suddenly the ground hsook as Thunderpig's cell was hit by a super-strong punch. "Thunder..." Suddenly a second punch is heard before it got ripped off it's hindges as Thunderpig came out, roaring. "THUNDERPIG!" He was in the form of a large, yellow biomineral armor and having a helmet form over his pig-like head as he roared out, piston-like arms at the ready.

"Ah man...they got four of my heavy hitters..." said Ben in a slightly nervous tone as the alarm went off as Fistnia put a hand on a wall with a small chuckle, making more cells open up. "AH crud..." Animo, Clancy and many other thugs began to pour out, chuckling evilly as they made their way out.

"All able body Plumbers stay here to take care of the prisoners! Any injured, go with Magister Tennyson! We need to keep the hybrids in check just to be safe." said Hulka as Max and Pateliday got th einjured out of the room.

"Fire!" said a female Pyronite as the others from Orianus' old gang fired out blasts of fire, with the Plumbers ducking behind something but Alan groaning a bit.

"How are we gonna help?" asked Julie as she got hit, making her drop Ben as he yelled out and bounced as Liam suddenly grabbed him, smkring a bit.

"So, Tennyson...a little toy ball huh? HEY GUYS! Lets play 'Ben Ball!" said Liam as he got ready to toss him.

"Nononono! Don'tplayBenBallDon'tplayBenBall!" He then got tossed, making Ben yell out in shock as Fistnia caught it and tossed him to Animo, who chuckled a bit and tossed him over his shoulder into the toilet of his cell, making him say, "Oh that's just gross..."

Blukic, seeing this, says "Oh that wasn't a good idea..." as Adolherd fired his blaster at them as Fistrick jumped around and kicked the Highbreed.

"Okay bro, payback time!" said Fistrick as he grabbed Rook and tossed him into a wall, as he then sent a kick but hit Helen in the face, making him bounce off his foot as he glared at this.

"Huh...I didn't feel that..." Helen said as she slashed at him with her now pointed claws at this as Alan and Cooper helped coordinate the others to safety as Lucy and Sunny sent out punches at a couple of pick axes aliens, Lucy with a Lenopan powered punch while Sunny's got mana behind it.

Adolherd slammed down as Manny heard something as a giant watery hand came out and slammed Animo into a wall as Ben came out...now as a turret of water with the sphere inside. "Check me out! This guy can control water!...though I don't like the source, you guys won't either. Just call me... **Overflow!** " He then slammed into some of the Pyronites, before slicking over to where the others are.

"What the?" Asked Liam as he fired out a blast of sand at him, making some mud form in the watery form as he just groaned a bit at that.

"Gross..." He said as he flushed out the sand from his watery body as he looks at the others. "Look...Julie, Alan, Rook, Manny, Cooper, Ship. You guys got my powers. USE THEM!" He said as Julie, nodding, jumped down and sent a glare towards Thunderpig and ran at him with a roar as Manny took a breath and took to the air.

"Nice." said Helen as she concentrates and fires out a barrage of shards towards an eel-looking thug, who ducked around and went towards her but Alan came at him and took a breath before breathing out a fiery-looking blue energy. The thug was then in steaming ice, making it look painful as he nods.

"Ice that burns...nice." Alan said with a nod as Ship rolled into a ball and fired out a barrage of spikes towards some thugs, making them yell out from shocks as they to hit. Bubble Helmet roared as he sent a blast of energy towards them as Manny flew around.

"Okay...so far so good..." said Manny as he concentrates and asks, "How do I fire energy blasts?" He then fired it out of his tail at a wall. "Never mind, got it!"He then fired more from his tail to knock out a few of the other villains.

Rook glared as he ran ahead, jumping around and kicking at a few thugs as Overflow nods...before he heard his Omnitrix symbol glow a bit. "What the-" Before Overflow could finish, he yelled out as h was suddenly shifted into a different form; a 6 foot tall tortoise with light brown skin, a black shell with white lining, a hard scales on his arms, leg, chest and forehead, with the Omnitrix symbol on his forehead, thee fingers, two toes on a pair of short legs and also yellow green eyes. "What the?" He asked as he landed, making the ground shake a bit as Parry Vreedle ran forward and sent a fist at the turtle's head...but yelled out.

"What the? Parry, you broke yur hand? What'z his skin made outta? Metal?" Sceles asked, confused. The hard-skinned turtle then sent a hard punch at him, but had trouble walking forward.

"Ah great...short legs." He said as the two Vreedle brothers fired down at their siblings barely phased the turtle alien. "Hm...a hard shell and skin...maybe... **Shellhead**? Eh, I'll think about it later." said the turtle before he swiped his thick arms forward before Adolherd saw this and got an idea.

"Lucy, pick up Ben! I got an idea. Ben...retract." Adolherd as Shellhead shrugs and does so, becoming a solid-looking oval before he got picked up by Lucy as Adolherd grabbed Lucy by the waist and began to swing her around, making him hit the other Pyronites before they are sent flying.

"I HATE THIS PLAN!" Shellhead said in shock as he was glowing again, this time as a humanoid bluejay wearing a black jumpsuit with a 'x' shape over his Omnitrx insignia wth a long line going down the middle and red lines over his eyes as he took to the air, moving around by Manny. "AND now I'm a bird...nice. And...I ond't seem to weigh much? Eh, **Featherweight** can work for now..." He said as he flew around, moving around blasts as he says, "Yeeeeeeeaaah! How you like that, losers!" he said as Manny tried to focus. "Dude, you just need to calm down. Focus on a target and then fire."

"Alright..." Manny said as he concentrated on Liam and fired, making the chicken-bug hybrid yell out as he got hit by four way green energy.

"OOOOOOOO!" said the two with a high five with a smirk as Featherweight flew down and landed on a rail. "Okay guys, we're doing good!" He saw Julie tussling with Thunderpig as

"Oh yeah?" asked Clancy as he flew over, glaring at the bird-like being before a glow came over...and he became a glow as he took to the air, turning into a creature with a white and black shirt and pants combo with pale blue skin, yellow-green eyes with black marks around his eyes that have faint points on it, dark violet triangular marks on his face, long spiked up violet hair and having three fingered hands and three toed feet respectively and violet, blue and red wings.

"...What the?" Asked Ben, his voice squeaky...and coveredh is mouth. "Why do I sound like a girl in this form!?" He looked himself over and says, "Okay...still a guy...but a pixie?" He then saw a bunch of bugs coming at him before he fired out a blast of dust from his wings, making them fall asleep.

Liam, seeing this, nods to the others before releasing a blast of sand to make a sandstorm so they can escape as the fairy-like alien flew around. "Hmm...what do you want ot call that one, Ben? It's kinda cute." said Lucy as the fairy gave a glare.

"I'd say **Pesky Dust** is good enough..." He mutered...before he glowed again, turning into a blue cat-like alien wearing a white sweater and black pants, with clawed paws. "Ah man!" He said as he yelled out as Lucy caught him.

"Awww~! You're so adorable! Why do you get so many adorable ones?!" She asked as she hugged him tightly as he gagged a bit before before spitting out a ball of goo at a group of Miner aliens, making them stick togethr. "Eeww! A sludgeball!"

"Hmm...nah, **Scumball.** ...I'm on a roll here!" said Scumball with a nod as he was let go, this time glowingas he was turned into a taller, orange-skinned alien with a fullbody jumpsuit with a white torso and lower body area but had explosed three-fingered hands and a single eye with an Omnitrix insignia on left shoulder. "AND I doubt thisi helping the Omnitrix much...

"It's not, Ben Tennyson." said Cooper, jumping over to him. "The rapid transformation rates is causing it to likely degrade...thus the faster shifts throughout the DNA. They are going through uncataloged ones."

"...Dude, that is helpful...but I think I need you to go RATH. You are an Appolexian! You need to get mad!" said Ben, annoyed as he saw Tummyhead and Solid Plugg walk up, both glaring at them. "Ah nuts...I got this...hopefully..." He said as his eye shined a biy before firing a blast at Tummyhead.

"...Heh, nice try with the light show." said the head in Tummyhead's torso. "But even this moron can do better." The main head glared down before punching it. "Hey!Why you-" The two then began to bang the other on the head, looking annoyed as Ben looked curious.

"Hmm..." said Ben as he pointed Cooper's head towards a confused Solid Plugg before blasting him next, making Cooper shake his head as if getting over the light.

"What the-HEY! LET ME TELL YOU SOMETHING, SOLID PLUGG! I AM NOT SOME NERDY NOBODY WHO IS PINING OVER SOMEONE WHO'S DATING SOMEONE ELSE! I AM TRYING TO MOVE ON!" He roared out as he charged at him, as Solid Plugg looked like he was about to wet himself as he was sent flying away as Ben smirked, crossing his arms as Plugg was screaming.

"Heh... **Vexray.** Nice name for this guy." said the newly dubbed Vexray as he glowed and suddenly turned into a tree-like creature with a single green eye and long arms and legs. "And now I'm a tree...great..." He muttered as he saw the Pissicus Volann going against Hulka.

"Ben, concentrate on his thing! Think of...I don't know, Knock out gas or something!" said Hulka as the tree looked at it's harness and concentrated on it, making him let go of Hulka as he gripped at his collar as it began to become an odd mist before passing out.

"Huh...I'll think of a name for this guy later..." said the tree before he started to climb up, and suddenl glowed as he landed on Fistrick, now the size of a flea. He frowned as he saw he had dark red eyes. "...Well, time to make use of this guy..." He looked at his mouth and nods before biting down on Fistrick's neck.

"OW!" said Fistrick as he tried to swat at what bit him, but Ben jumped off, landing on Ship who ran by. Fistrick then saw a flash of red on his neck s he began to scratch and yelled out as he says, "What the-I can't help but-GAAH! WHY AM I SO ITCHY!?"

"Heh...and he's he first victim of... **The Itch!** " said the newly dubbed flea-like alien before he saw Rook come by as he glowed and turned into a 3 foot violet rabbit-like bear creature wearing a long hat over his head with two points and wearing a full body black and white shirt with an Omnitrix with clawed hands and feet and a striped tail. "What the? Am I some sort of relative of Upchuck?"

"I think so!" said Rook as he was trying to take on Captain Kork, who slashed at him with a large pipe as Ben face palmed.

"Rook! You're upchuck! Fight like Upchuck! Eat something, anything!" said Ben...as his stomach growled a bit. "Speaking of eating...I'm STARVING..." He then saw the crab aliens at the mess cart before he ran over and got it into his mouth and swallowed...buth en spat out the crab aliens at some thugs, as Rook used his tongue on the pipe and threw Kork into a wall.

After some time, the Plumbers all panted as Ben walked up, rubbing his stomach. "Man... **Chowdown** needs to eat a LOT..." He then saw Rook with a small robot who was beeping at him. "Whatcha talking to Robucket about?"

"He did a headcount...we are missing 6 prisoners; Liam, Fistina, Thunderpig, Skurd, Bubble Helmet...and Psyphon." said Rook, as Chowdown frowned at this...as he suddenly glowed and turned into an alien that looked a mole with velvety, shaggy brown fur that covers most of his body and has black and white jumpsuit over his torso and lower leg areas with clawed hands and feet with curved claws with the extra thumb on his hands, giving him six digits, and where his eyes would be is covered by his mask that covers his blind eyes and very short ears, with a faint snout with very noticeable, bushy fur under his nose and over his mouth, giving a mustache-like look to it.

"AND now I'm blind...great. What's the use of a mole alien if he can't see...No offense, Jerry." said Ben, looking over his shoulder to a similar alien who was wearing a Plumber's uniform, who just rolled his eyes under his own cover.

"Kid, my kind are actually really good trackers. You and I can help look for them." said Jerry as Julie groaned a bit.

"How are we gonna look for them? This is the biggest place I can fit." said Julie crossing her arms at this as the TV Screens suddenly shined as it revealed...Psyphon! He was now a demonic-looking Pyronite with orange-white fire and dark red magma-like body. He chuckled evilly as Julie's eyes narrowed, as did the others.

"Psyphon..." said Rook with a frown as Psyphon chuckled a bit.

" _Yes...You see...while you were fighting against a horde of criminals you put here against their will...I have taken over the bottom of the base...where your Null Void projector rests. Now...we are either gonna be set free...or I send everyone in this entire city into the Null Void._ " Psyphon said, his tone slightly dark and distorted due to the new body.

" _You're bluffing, Psyphon. You'd have no where to go_." Max said via the intercom as Psyphon only chuckled darkly.

" _One prison is the same as another...but how will the innocents of Bellwood survive in the Null Void...and how would they feel about the 'heroes' who didn't save them? Your choice._ " Psyphon laughed evilly as Julie suddenly smashed one of the screens in anger, growling at this.

"He's threatening everyone we care about just to get out...we need to shut down the Null Void projector. I'll smash it if I need to." Julie said as Rook shook his head.

"No...I will lead a team down to the lower area...we can get you and the others in the elevator, but the smaller of us will go first. Robucket, Br'meba, Blukic, Driba, Chortle, Jerry. You are coming with me. The rest of you go to the elevator and wait for us." Rook said as Julie nods as she led the others towards the elevator, but Ben walked up.

"I'm coming with. I am still small enough to help." He said as he sniffed the air. "Wait...I got a better idea...we can shut it down by cutting power to the lower decks. It's the only way to make sure they can't get it."

"Hmm...do yo know where it is?" Asked Rook as he nods, tapping his nose.

"Patelliday was there today...I just need to follow his smell and we can find it." He said as Rook sighed a bit.

"I Am not sure..." Rook said as Ben crossed his arms.

"Look...the Omnitrix turned those guys into them into MY Aliens. I know all their weaknesses...you don't. You could barely use Upchuck. You need me." said Ben. "Besides, I'm sure **Mole-Stache** can help." Rook gave him an odd look...as Ben says, "Jerry's idea for it."

"It's good and you know it!" said Jerry in annoyance. Rook sighed as he gave Mole-Stache a vest and nods, motioning him towards the air ducts as they crawled in.

"Okay...remember, this place is an underground space station...we just need to get to the lower decks and take them out. They got nothing when we get the others down." Ben said as he used his mustache-like whiskers to help him go down with Jerry, as they helped the others get down.

"We hit the bottom..." said Rook as they opened the back...as a glow as Blukic groaned a bit. In Mole-Stache's place was a 3 and a half foot tall creature with thick, dark orange flabby-skinned alien with wart-like bumps on his head, jagged teeth, chipped fingernails, green beady eyes, a black Sumo-styled lower clothing and a black and white vest with the Omnitrix symbol on the belt of the garb and thick, elephant-like feet.

"What the? Oh man...what's the use of this guy?" Asked Ben, groaning a bit as he jumped down, squeaking a bit as he landed.

"If you don't mind being an inflatable punching bag, not much...Atrocians are practically harmless unless you inflate yourself...but I don't think that's be a good idea for now." said Blukic as Ben nods. "BUT if you want a name for it if you don't end up being vaporized...I'd say... **Enormoty**?"

"Heh, thanks." Enormoty said as he got to the computers as he and the others got their weapons out, Robucket getting into something and nods as the elevator was active. Blukic and Driba worked on the computer.

"Okay...this should shut down the Null Void projector...now we need to find Psyphon before-" Driba was interrupted when a blast of fire came into the room, making Robucket duck as Psyphon walked in, his body on fire as he glared at them.

"Thank you...for helping us, Ben." said Psyphon as his mutated goons walked in, glaring at this...as Enormoty frowned at this.

"The secondary shield...it's connected to the same power core as the Null Void Projector..." said Enormoty with a scowl.

"Indeed...after the Hive incident with the late Victor Validus, they put a secondary shield to keep prisoners in and make sure no threat could sneak in...but it's lowlevel and you'd barely notice." said Psyphon as Rook scowled as the elevator beeped, making Robucket turn curiously.

"Yeah...and you turned it off. Who's the sucker now?" asked Liam with a smirk, unaware of a familiar green slime looking in from inside of the ducts, smirking to himself as he slinked in as the elevator opened up, with the larger Plumbers glaring.

"Like we're gonna let you out..." said Hulka as they nod and ran forward with the smaller ones. Psyphon slammed his hand down, creating a shock-wave of fire to make Adolherd yell out in pain as Alan flew at him.

"I can take the heat, can you?" asked Alan as the Vreedles backed him and Cooper with a glare as Julie got in front of Thunderpig, Manny flew around Liam, Helen and Lucy stood in front of Bubble Helmet and Ben nods to the others as they fired their weapons, Rook getting some chairs into his mouth and growled as he spat out a ball of energy towards them.

"Alan! You know how Pyronites work! You take on Alan, I'll help the others." Ben said as he jumped over a table and looked at Julie. "Jules, you and Sunny put the pressure on! They can only take so much!"

"Got it! Appendage-A Regoria!" Sunny said as Thunderpig froze in his spot as Julie grabbed at him, growing in size a bit to about 20 feet and began to keep him still as Ben smirked and saw the Galvans jumping around Fistina.

"Use magnetic fields! That'll stop her!" said Ben as they nod and got out magnets and got it to immobilize her as Ship backed up with a growl as Cooper picked up a chair and tossed it, sending her back as he got his own out and fired it, making her down. He then saw Bubble Helmet spark up. "Ship, insulate him!" Ship growls and nods as it stretched out it's front claws and slashed at a wall, making water hit him and make him yell out as Helen slammed her hands down.

"How about you calm down?" Asked Lucy as she fired out a blast of mud at him, making his fur get sticky as diamonds went over his body.

"And that'll be awhile to comb out." said Ben with a smirk as he saw Liam tackle into him, knocking him into a wall as Liam cracked his knuckles, blasting sand towards Many, knocking him out o the air as Ben groaned a bit, before he growled as he tried to grow in size, but yelled out as his Omnitrix began to glow again.

"Hmm...looks like I'll go down in history as the guy who took out Ben 10..." He got his claws ready, as Enormoty glared at him...before seeing Skurd jumping around the room before he landed on his belt, chuckling a bit.

"YES!" Said Skurd in triumph as Hulka went wide eyed, as did Psyphon. Driba ad Blukic turned at this, as they saw energy start to seep out.

"DON'T ATTACH! IT'S UNSTABLE!" said the two Galvans at once.

"We got a temporary regulator in there, but I don't think it's enough to-" Before Driba could finish, a shock wave sent everyone back into a wall as Enormity yelled out as he turned back into Ben, with Skurd attached to the Omnitrix, the symbol forming on his forehead.

"Yes! I have the power of the Omnitrix with me...unfiltered! All this DNA is mine!" said Skurd with a laugh, the energy going around the two. "Ooh...what's this? Celestialsapien?" Ben went wide eyed at this, as he tried to get Skurd off but got zapped for his trouble as they levitated.

"Wait, no! Anything but that!" said Helen as she groaned at this.

"If you go into that...it may not end well!" said Rook as Skurd igored them, connecting to it...before his eyes widen as a largest shock wave came out as he and Ben both yelled out in pain as the energy began to grow wild, the lightning hit the mutated ones to yell out as well as they got zapped too.

"What is going on!?" asked Adolherd in shock as he dodged a blast that nearly hit him, as Driba frowned deeply.

"It's what I feared...if we don't stabilize it soon...Skurd could make the Omnitrix into an Annhilarg-level threat! The Celestialsapien have three personalities for a reason; it's to stabilize their reality-bending power. We need to stabilize it...but we can't get close!"

"Ugh...if only we had a plasma core! Than we could have regulated the DNA right!" said Blukic with a cringe as Ben heard it, as Skurd yelled out.

"I see everything! The universe..no...not just...I SEE IT ALL! THE MULTIVERSE...NO SOMETHING FAR BEYOND!" said Skurd, yellingout in pain as Ben cringed as he grabbed at Skurd.

"Skurd...you need to get the Omnitrix to lock up...you're in it...you can do it...we need to...stop this energy outflow and get it back in!" said Ben, yelling out as Skurd looked at it. "Look...there are reasons I don't use certain aliens more than once...this is why...we need to stop this before we and the entire planet are reduced to dust!"

"...R-Right..." Skurd said, agreeing as he got a tentacle out and pressed on the front, seeping into the little opening that was left, as his body glowed with plasma as his body shined a bit, as the energy fluxed back in, returning the turned warriors back to normal as Hulka slapped a breathing mask over Bubble Helmet's head just to be safe, making him take deep breaths as Ben came down, as he glared at Liam, who looked nervous.

"Oh...you're in trouble now..." Julie said, cringing in pain as Liam got ready, crining slightly as Ben shined a bit as he pressed down on the Omnitrix, turning into a brand new alien that looked similar to Liam, but more hawk-like with razor-blades coming out of his elbows, brown feathers covering his body, talons on his hands and feet, a black jumpsuit with a white stripe going down the middle, with the belt having the Omnitrix symbol on it, yellow-green hawk-like eyes and a white of white feathers coming onto his forehead.

"Time for yo to take on...Kickin' Hawk!" He said as he ran forward, kicking Liam in the face before kicking at a roaring Thunderpig and grabbed at Psyphon and tossed him towards Fistina, who yelled out as they all groaned. HE then panted a bit as he says, "And that's why...you don't mess...with us..." He then turned back to normal and passed out with Skurd attached to the Omnitrix still..who was looking downcast.

(The next day...)

(Plumber HQ Med bay. March 15th, 08:42)

Ben groaned a bit as he woke up in a hospital bed with Max by his side as he says, "Hey son, you okay?"

"Yeah...how are the others?" Asked Ben as Max motioned to the others who had been changed back in their normal forms, but all looking exhausted after what had happened. "And skurd?"

"Right here, my boy..." said Skurd, as Ben saw he was still attached to the Omnitrix. "The Galvans told me to stay here...just until the other guards are done with your rogues and they have a padded cell for me...ni the Null Void."

"Null Void...?" Julie asked, looking up at this as she sat up, cringing a bit. "Ow...yeah...growing power...REALLY painful..."

"Try having crystals..." said Helen as Manny was getting his proshtetic reattached to his arm. Ben looked at the downcast Skurd as he sat up at this.

"Easy boy...don't over do it." Skurd said, as he sighed. "Not for my sake..."

"What's with you?" Asked Ben as Skurd looked at him and sighed a bit.

"Look...I Worked for Psychobos because...he said he could get me more DNA...I need it to survive...and I want to know where my kind disappeared to...you can say I'm a stray...my kind is as old as the cosmos...it's said they helped plant the microbes in the primordial ooze of various planets. We do not know who created us...or what made the ones who made us...I just want to know where my people are..." Skurd explained as Ben looked down at this.

"And helping Khyber against me?" asked Ben as Skurd shrugs at this.

"IT was nothing personal, my boy...to you or your friends. If you lived as long as I had, it'd be survival of the fittest...but you and Psychobos are very different...you stayed by your friends' side even when you were barely able to fight...and my so called ally left me here to rot. And then the whole thing I saw through your Celestialsapien...I saw more than I ever thought I'd see...and now I'd never get a chance to DO anything..." said Skurd.

"What do you mean?" asked Max, rubbing his chin at this as Skurd looked at him.

"My good man, I'm old enough to have known your forefathers if I came that early...and yet I've only thought about myself...in the past few millinias, I've just been thinking about myself...and I nearly got turned to dust for that...guess I am no better than the filth of the universe..." said Skurd, sliding into a more liquid state as Ben nods to Max.

"You know...I do need a new thing to regulate the Omnitrix...and you did a good job with that." said Ben, as Skurd looked confused at that. "How about this; think about this as Parole. If you work with my team, I'll let you see the universe...but you'll have to give us the information on Psychobos and his plans. Anything you know." Ben said as Skurd nods.

"Oh...I think I can do more than that." He said as Ben's arm went out as everyone watched in shock as it got covered by crystals and gained a blade out of it. "Think that should be enough reason to let me in? I can turn DNA into a weapon...as long as it makes sense of course."

"Hmm...I think I can find a use for that." Ben said as he looks at Julie and Rook. "What do you two think?"

"Hmm...he could be useful...and have information that can helpful with dealing with the lowlifes hat attacked our base." said Rook with a nod as Julie shrugs at this.

"Knowing how much of a good guy you are, you're bound to help him anyway...okay. But he better not turn on us or else." Julie said as Skurd nods as he shook Ben's hand.

"Well then...I'll get the paper work set up...for now though, welcome to the team." Max said as he headed off, as Ben rested again, this time with Skurd slinking into the Omnitrix to rest himself. The others nodded off as well, taking some more rest given the changes their bodies had to go through in a short amount of time...unaware a black camera bot looking at them from the side.

(Psychobos' Base. March 15th, 10:03)

"And Done." Psychobos said as he placed the Nemetrix back on Khyber's pet, who growled a bit as it shook it's head, howling a bit. "Good..."

"So, you know Ben is vaporized?" Malware asked as Psychobos shrugs at this.

"Oh, it is very likely. But that hero, and I use the term loosely, will soon have to deal with the fact that thanks to this regulator, now the Nemetrix will have any time ready for any form of threat ahead of it when facing the Omnitrix. Your whistle will still be needed for the other combatants." said Psychobos as Khyber nods as Orianus looks up.

"So what now?" asked Orianus as Psychobos showed a map of Galvan Prime, smirking darkly.

"Oh...you'll see..." He and Malware then laughed darkly as Khyber only scowled with Orianus crossing his arms, raising an eyebrow at this scene.

End of Episode 4.

MAN there were a lot of different aliens in this...and yes, they aren't gonna be one-time things. I do have plans for future appearances for them. But for now...here's a bit more info on them.

Shellhead: (This take is owned by me)

Powers: Nigh-invulnerability, shell cannot be pierced, super strength.

Weaknesses: Slow and heavy, can't fight faster opponents.

Species: Torton

Homeworld: Gamerica

Voice: Kevin Richard Davidson (Gantu)

Overflow: (Owned by Holycrap1996)

Species: Hydromoeba.  
Homeworld: Aquas VII.  
Power: Can manipulate _vast_ quantities of water. Can breathe both on land and underwater.  
Weakness: Must be fully submerged within the water to control it. Being submerged makes him extremely vulnerable to electrocution. Almost entirely dependent on water for movement and self-defense.  
Additional Info: Due to the planet's surface being completely submerged in deep ocean, as well as the inhabitants' volatile temperament towards outsiders and their seemingly endless power over water, Aquas VII has been labeled as a "Level 20 Danger Zone" by all forms of intergalactic law enforcement, discouraging most (though sadly not all) starships from traveling there.

Voice Actor: Jeff Bennet

Featherweight: (Owned by Zigwolf)

Species Name: Avesnavy Kaynith  
Planet of Origin: Regulus Shou in the Quintel sector of the Salyer Galaxy  
Powers/Abilities: His light weight combined with several organs that can fill with helium-like gas allow him limited flight and to glide upwards and downwards at will.  
Weaknesses: His light weight is also major disadvantage, if a strong enough gust of wind came around he would be blown away, Non-Combative

Voice Actor: J. G. Quintel (Voice of Mordecai from Regular Show)

Scumball: (Owned by Zigwolf)

Species Name: Kedipaka  
Planet of Origin: Wattersoan  
Powers/Abilities: Spits out a ball of scum that expands and brings whatever it hits crashing together.  
Weaknesses: Small size. Hates water  
Additional Info: Wattersoan is a planet of mostly water with moving islands made of dirt and junk.

Voice Actor: Logan Grove (Voice of Gumball Waterson from Amazing World of gumball)

Chowdown: (Owned by Zigwolf and Kevfilms2x2)  
Race: Rabeacating  
Planet: Marzipos of the C.H Greenblat system.  
Powers/Abilities: Capable of eating and ingesting many variety of organic substance. Long Muscular tongue. Minor Cooking skills  
Weaknesses: Cannot ingest inorganic material, incontrollable appetite.  
Voice Actor: Nicky Jones  
Additional Info: Since Gourmands and Rabeacatings have uncontrollable eating habits, they have become great friends and business partners. Gourmands trade their organic food with the Rabeacating's inorganic material. Like that, they could easily dispose of their unneeded wastes of their planets. And with most being skillfully cooked, they serve each other the finest of cuisines in their finest of restaurants.

Vexray: (owned by Zigwolf)

Species Name: Irkirritite  
Powers/Abilites: Able to send out an optic blast that stimulates the cingulate cortex part of the brain, making the person become annoyed with everything around them. Perfect for making large groups fight against each other.  
Weakness: Noncombative, If blinded then Vexray will be unable to fight back.

Go-Green: (Owned by Zigwolf)

Species Name: Aerbormutare  
Planet of Origin: Florugox  
Powers/Abilities: Wide Ranged Photosynthesis (ex. can convert carbon monoxide into nitrous oxide)  
Weaknesses: Fire, Dry and Hot environments, Pesticide, Insects

The Itch: (owned by Zigwolf)

Species Name: Siphonapterran  
Planet of Origin: Microvot  
Powers/Abilities: Can suck blood with his stinger, creates an irritating wave of itchyness on anything he touches.  
Weaknesses: small size, pesticides  
Additional Info: Its "stomach" is located in his head, because of this it's eyes are always blood red.

I asked for the permission of their creators to use them for this story. But yeah, in all, this has a lot to come in with a new ally and a fresh batch of aliens for Ben to use. Hope you all enjoyed itnad please Read, Review and Suggest away!


	5. The Knights of the Round Watch

Okay, time for the return of the knights for this series. I hope you enjoy. And so it's known, I own some of my own alien ideas, anything else belongs to their respective creators and Ben 10 as a franchise belongs to Cartoon Network. Anyway, Enjoy!

The Knights of the Round Watch

(Unknown Location. March 21st, 10:34)

In a laboratory-like building, a figure was looking over blueprints of a suit as a man in a white jacket walked over and took a bow. "Milord, I have found the whereabouts of the weapon." He said, as the figure turned to him calmly.

"And where is that?" He asked, his face hidden behind a metallic mask that gave off a faint shine in the darkness.

"Its been sighted in Bellwood...but that's not the odd thing...the odd part is how it is being used." The man said as he showed a news file online that read the following headline; _Gold-clad Figure Stops Bank Heist_ and shows a picture of a blurry figure with a gold and gray color scheme, making the figure look curiously.

"So...the traitor has come forth. Smoke him out." He said calmly as the man nods, running off to get the others as the figure clenched a metal-clad hand. 'Soon...vengeance will be ours...for the disgrace that Tennyson has given our order.'

(Bellwood USA. Undertown Petting Zoo. March 21st, 11:03)

In Undertown, a group of alien kids were petting a large hamster-like monster with cow fur patterns, M-LE giggling as it ate some feed out of her hand. "Don't let the teeth get too close, sweetie!" Her mother said as M-LE nods to her mom as she pets the creature's snout.

"Welcome to Pakmar's place! We have animals of all kinds!" said Pakmar over a Megaphone as many aliens were moving around before he noticed two people arriving; Ben and Julie, both of them wearing more casual attire. Ben was wearing his black t-shirt with the white stripe down the middle and a pair of khaki shorts, looking similar to a more matured version of his attire from when he was younger. Julie, meanwhile, was wearing a white tank top and a pair of jeans and white shoes, Ship in backpack mode at the moment. "OH NO YOU DON'T!" He said, running over to the two. "Why are you two here?!"

"It's called a 'date',dude. Chill. Look, I'm off duty right now. So no transformations from me, okay?" Ben said, putting his hands p at this as Skurd came out of the Omnitrix, looking annoyed.

"What is that shrill sound that makes me think of a feline in a blender?" Skurd asked, before he saw Pakmar. "Oh...it's far worse than I thought."

"YOU! Slimebiot! Why are you here!?" asked Pakmar in annoyance as Skurd just rolled his eyes.

"I am part of the Omnitrix now, so thus where ever my fine lad here goes, I go. BUT I promised I'd give these two some alone time-though if they decide to play 7 minutes in paradise or whatever that game is called, I am out." Skurd said, muttering the last part to himself, making Ben hit a near by wall as he yelled out in pain. "OW!" Julie's face was flushed at the comment, rubbing her temple.

"So...what kind of animals do you have here?" asked Julie as Pakmar sighed a bit, rubbing his head at this.

"Ugh...just animals that people bring from other planets and keep them from getting hurt. This is rest stop for wild animals that are going for preserves. Pakmar get people to see them for reasonable price and then they go away and be replaced with different animal." Pakmar explained as Julie heard something ahead.

"Ah no..." Julie groaned as Ben looked up as well and scowled when he saw a giant, 17-foot tall dinosaur-like being shaking a man that looked like a green skinned humanoid alien with bug eyes, yelling out.

"Come on, little man; you got ot have something on you." She said, annoyed as Ben cleared his throat, getting her attention as Ben showed off the Omnitrix.

"Archea, I'm REALLY not in the mood for you right now." Ben said in annoyance, unaware of a figure sneaking near by as Julie sighed.

"I'll get the guy away, you take on the big girl." said Julie said as she says, "Speed form, Ship. I want to at least enjoy my date after stopping her." Ship beeps, turning into her speed form armor. Ben slammed down on the Omnitrix, making his body grow out a bit before he became Eye-Guy, but much older in appearance with tanner skin and now sporting a pair of eyes on his palms and more noticeable nostrils no his face to give his face a more bat-like appearance.

" **EYE GUY!** " He said, his eyes glowing a bit. "Okay big girl, time to us to meet eye...to eye!" He said, firing a blast of energy from his palms, which the giant growled as she roared out, growing double in size and ran at him. "Ah crud...Skurd, think you can help me here?"

"On it!" said Skurd as he stretched out from the belt and gave Ben what looked like Stinkfly's eye stocks and says, "AND FIRE!" Skurd than spat out slime from the sockets from his head and it hit the ground, making Archea step in it, making her stick to the ground.

"What the...? Gross!" She said in disgust as Eye Guy smirked a bit, nodding a bit as he got ready to fire a blast...before a tentacle suddenly shot out as a large snail-like creature bit on her head, making her cry out in shock.

"I...didn't know that slime could attract a Tuskgrapod." said Skurd, confused as Eye Guy noticed something from an eye on his right elbow as he saw someone moving away.

"Hey! Get back here!" said Eye Guy as he ran after the figure. "Julie, get Pakmar to get his animal off of the dinosaur girl, I got this guy." Julie nods as she and Pakmar went to get to the snail before it did any damage. Eye Guy looked around with his many eyes and caught sight of a cape going down an alley. "WAIT UP!" he yelled as he fired an icy blast from his right hand's eye, trying to freeze the ground to make him slip up, but the figure's armor suddenly glowed as it gained a shield that blocked the icy blast to hit the walls behind him as he made his escape, his cape nicking on something as he ran. Eye-Guy stopped as he saw the figure going onto a van before driving off, making a frown form.

"Well, that could have gone better..." Skurd muttered as Eye Guy scowled before taking the fabric from near by.

(Later...)

(Midtown Undertown.

In Ben's car, driving through Undertown, Ben was looking over the fabric as Julie took to the driver's seat as he says, "You may want to take it easy on the clutch, Jules."

"Right, right. Sorry...thanks again for teaching me how to drive, Ben." Julie said as Ben shrugs at this.

"No problem. Your parents want you to pass that test, so you need all the practice you can get." Ben said with a shrug as he looked over the fabric; it looked like it was synthetic materials with a faint shimmer to it, giving off a violet color with a gray rim. "Hmm...this looks expensive...and look. It's green and purple..."

"At least we know you're not color blind..." said Skurd at this as he stretched over to turn on a radio when something caught his attention on the station.

" _This is KBEL Radio with an update on the strange going-ons in Bellwood; it appears that Ben 10 and his cohorts aren't the only ones in town doing heroics. Now there is an anonymous group of strange figures doing vigilante work or small-time heroics such as stopping purse snatching. But this is the odd thing...witnesses say that these figures dressed like Renaissance Fair knights._ " The radio said, making Julie and Ben go wide eyed.

"Wait...knights...Forever Knights?" Ben asked as Julie shrugs as she pressed for the phone button. "Call Grandpa Max!" The dial tone rang for a bit before the sound of someone picking up is heard.

" _Take it you caught the news, Ben?_ " asked Max on the other end, sounding a tad concerned as Ben gave a small grunt.

"Yeah, I think I ran into one earlier...he was wearing a cape for some reason. Trying to look regal?" Ben asked as he rubbed his chin at this before his radio beeped a bit. "Got another call, Grandpa." He clicked as he says, "Ben here."

" _Ben, I just got an update on the Plumber Alarm. We have a robbery taking place in downtown storage areas; it's Trumbipulor and a group of purple-suited masked hoodlums._ " said Rook on the other side as Ben frowns.

"The Violet Offenders...they're a group of thugs for hire here on earth. Give them enough money and they'll play henchmen for any big bad." said Ben, as Julie looked at him with surprise. "...I met them when I was 11. It was before my retirement."

"Oh..." said Julie, as she looked to the side a bit. 'Must be because of that malware guy that Max told us about...wonder what happened.' She then did a turn and went towards the storage area by going up a hidden ramp.

(Downtown Bellwood. DJ Wyatt Storage Units. 13:34)

"Come on, get it open." said a muscular thug as he wore what looked like a violet ski mask and a violet three-piece suit as he and two other thugs were waiting, all of them rather well built but in three different forms; the one speaking was a giant of a man with a sledgehammer over his shoulder, the second was a more medium build with a blind right eye and last one was more stocky in build.

"Calm down, ya morons." said the biggest being there currently smashing at the door to a storage unit. He was a 7 foot humanoid short tusked elephant with floppy ears with bat-like shape to them, white eyes with dark pupils, a violet cap with a red diamond in the middle and wearing a stylized chest plate and pants with a lock-styled belt around his waist. He then slammed his foot down at the door to knock it off it's hinges, revealing a large amount of weapons.

"Heh, Fistrick's shipments...since he's in jail right now, he doesn't need it." said the shortest of the offenders with a smirk. "The Boss is gonna be happy about this."

"But I have to say, there will be something here that is amiss." said a chipper voice as they looked up and saw a duo of sorts clad in armor but they had something unique about them each; the one on the right had a smiling metal face mask akin to a jester's mask with red hearts and white diamonds on the sleeves of his arms and legs with spikes on his wrist. The one on the left has a frowning jester mask with green clubs and black spades on his sleeves.

"I have to agree brother. There appears to be a group of hoodlums." said the one with the frowning mask.

"Maybe we can help them with getting a beat down as an outcome?" asked the smiling mask with a small punch to his hand.

"Two Forever Knight Goons? And one that rhymes? GREAT...I thought the fire keepers took them out." said Trumbipulor with a flat look as he heard the sound of metallic clanking as they turned to see a man clad in silver armor on a robotic black horse with the symbol obscured to their vision but a strange lance in his right hand.

"Salutations, ne'er-do-wells. Shall you make this a simple transaction and step aside?" He asked as another clanking is heard as two more knights came in, glaring at them. One looked short (looking about 5'1) but incredibly bulking in his armor with noticeably large forearms and smaller legs and a bulky frame, with a stylized mask to cover his likely large head. Next to him is a blue and gold-clad woman wearing a dress-inspired armor with a helmet with a cross-styled cover for her eyes ut the 'plum' coming out is clearly a braid of brown-blonde hair.

"Say no. Need action." said the bulkier knight, cracking his knuckles as the woman rolled her eyes.

"Yeah right...take them out!" said the largest of the group as he charged at the one on the horse, while the other two went for the others as the twins charged at Trumbipulor.

The Sledgehammer swung towards him, but the horse made a shield pop out of the side to block the blow as the knight's lance glowed before poking him in the chest, sending shocks through his body and knocking him out. "They never listen." said the horse-riding knight with a shake of his head, almost disappointed.

The woman got out a sword that appeared to be a double edged sword with a robotic guard over it with strange buttons on the sides as she pressed down on two, making the sword glow with energy and slashed through his guns and then elbowed him towards the ape, who threw him at his partner by his leg and began to to pound them together.

"Come o, elephant! Lets see how you do it!" said the one with the frowning mask as he punchd at his side.

"OW! Could have taken a diet from the peanuts." said the smiling man, rubbing his hand as a golden figure formed near by.

"Okay, you two are toast!" Trumbipulor said as he grabbed the two and got ready to smash them together...before the sound of a call is heard.

"Halt,criminal pachyderm! Face the cry of justice!" He said as he pressed a button on his wrist, making a sonic shriek of sorts that made the elephant-like alien cover his ears in pain and made him go down to his knees as the figure jumped down, his armor giving off a golden glint as he walked into the light. He appeared to be a 6'11 foot tall giant wearing golden armor with violet highlights over what looked like a gray nano-mesh under-armor with a crown-styled helmet with an 'X' shaped visor over his face and having specialized gauntlets on his arms; his right arm had a golden sword insignia and a golden shield on his left arm, and wearing a green cape with an inner part that was a dark violet inner color.

"What the-who are you?!" asked Trumbipulor in annoyance as his goons groaned, looking up in surprises as the man glared at them under his visor.

"I am the protector of the innocent! The protector of those who cannot protect themselves! I am there for the every man who cannot defend himself against he cruel fate of injustice..." The man then began to talk in a long spiel that the elephant just started to tune out, starting to look a tad annoyed as he looked around and walked away, as the others were distracted he picked something up.

"Oh will you just shut up?" Asked Trumbipulor, getting a cannon out and firing it, making the knight put his hands up in surprise as the energy went into his palms, getting absorbed. "What the-"

"Nice try...this armor is made to take on those with energy attacks." He said as he frowned, before running over with shocking reflexes and s8ent a punch his way, sending the elephant like alien flying backwards.

"Well, that was simple." said the female knight, as she looked at the shipment. "This must be the weapons that Sir Daggot stole in the past..."

"Makes sense. This is the address for his storage areas." said Duke with a nod, before he heard the sound of a gun getting cocked as the troupe turned to see Manny and his squad all aiming their guns at them.

"Don't move one muscle, Forever Knights." said Manny, his tone dark as his four eyes narrowed at them as his guns were fixated on them as Alan got a fire flowing around him.

"You have a lot of nerve coming back to Bellwood and causing trouble...especially after Ben told you to stay away." Helen said as she glared at this. "But how are any of you still alive after the Diagon incident."

"The numbers have fallen yes, but the knights do live. But we aren-" Before Katherine could finish, a blast of fire nearly hit her, making her instinctively get her arm up as an energy shield came up to protect her from the fire blast. "Oi, ya bloody psychopath! You nearly charbroiled me!"

That got the stockier of them to growl as he picked up the cannon and roared out. "Heinrich, wait!" The gold-clad knight said as Heinrich chucked the cannot at them with a roar.

"No hurt Katherine!" He roared out as he charged at them...on all fours? The man then jumped at Many and grabbed at his neck, which made Manny grab a hold of him and got to his helmet...only to get a shocking sight.

"What the-" Manny yelled in shock as he was face to face with a violet-furred chimpanzee with sharper teeth than usual and dark red eyes. The ape screeched in his face as he continued to try and attack him but got grabbed off by Cooper.

"When did animals join the Forever Knights?" Cooper asked, getting the chimp off of him as the twins got ready before the leader put a hand out.

"HOLD!" He yelled, as Manny glared at this before charging at him, but Duke put his lance in-front of him to stop him.

"He said hold, Tetramand-hybrid! Do you not know how to handle orders?!" asked the horse-riding knight before the knight was tackled own, making the horse fall to the side and Duke to roll off, groaning a bit as he gripped his legs. "GAH!"

"Duke!" Said the Tragedy-wearing twin in shock as he ran over to help him up before Helen glared, stopping her as Cooper got a tad concerned as Alan's body began to heat up, glaring at the golden clad fighter.

"Now...let us all calm down..." said the golden fighter as Cooper put his gun down as he looks at the armor curiously, his eyes flashing blue to analyze it...

Before Alan says, "I'm not listening to a Forever Knight! Especially after what you guys did to Pierce!" He said as he fired up a blast of fire and shot it out...only to get hit by a fire extinguisher, taking the fire out as Rook arrived.

"Stand down, Plumbers!" Rook said, as the Proto-Truk arrived at he same time a the car as Julie in her speed form stopped Helen from moving, watching this carefully.

"What's goin-" before Manny could finish, Four-arms jumped in front of everyone, slamming his fist down to silence everyone, making the ground shake.

"Okay...now that I got everyone's attention..." Four-Arms said as Ben turned back to normal, looking at the golden clad fighter. "Who the heck are you and why did you run away last time?"

"Well...I wanted to meet in less...trying circumstances." said the man as he gave a bow. "But it is an honor of this humble knight to see you again, Ben Tennyson."

"...Say what?" asked Manny as the knights all looked at each other as well and all bowed. Heinrich even did so as Duke gave a salute, showing he couldn't move his waist.

"HAIL TO BEN 10! THE HEIR OF GEORGE, SLAYER OF DIAGON! HERO OF THE KNIGHTS OF ASCOLON!" The small group of knights said, as the Plumbers looked very confused as they all began to remove their helmets to show respect; Duke was revealed to be an African-British young man with short black hair and a brown right eye, his left eye looking like a glass eye with a noticeable scar on the side. Katherine was revealed to be a fairly attractive woman with her long hair tied in a braid, her eyes a starting blue and her skin was rather peach colored. The Twins appeared to look the same with the same facial features and blonde hair, but comedy's hair had red streaks while Tragedy had blue with tattoos making them look different as Comedy had a star under his right eye while tragedy had a tear under his left eye.

"It has been a long time, my old friend...you knew me as Squire of Sir Conner...but now that we are equals..." The lead knight said, surprising Ben as he removed his helmet, the sound of hissing heard as he removed his mask, revealing his true face; he was about Ben's age with blonde hair that reached his neck with a small braid of hair on his right side of his head and his blue eyes a noticeable color. It was also then that they noticed their mark wasn't an infinity symbol; it looked more like a circular hourglass insignia that was dark green in color...similar to Ben's Omnitrix.

"Wait...what? It's been...about 2 years since we saw each other...unless you count the time you gave Driscoll that lance in the joust during the Purge." said Ben as Arthur shook his head

"That wasn't me...all Squires get that silly hair cut. It makes us all look VERY similar." Arthur said as he stood up. "Look...I am willing to explain myself...I am to come quietly...if my knights are unharmed that is." Ben looked at the others...before nodding.

"Fine." said Ben as Arthur nods, heading to the back of the Proto-Truk as the Knights of Ascolon watched in concern, giving them a look as Duke groaned, rubbing his legs.

"Did you have to knock me off of my horse? Seriously, man. That is kinda cruel to a man who cannot use his feet." Duke muttered...as Manny looked a tad surprised. Julie sighed as she saw Helen give the knights a glare, her fists clenched. Unaware that a figure was watching them from afar.

(Later...)

(Plumber HQ. Main Hall. 14:02)

The Proto-Truk, Manny's Plumber Tank and Ben's car drove into the main garage area as Max, Hulka, Patelliday an Tetrax all arrived, with Hulka having a blaster at the ready. "I still say this is a big mistake, Ben! Can't trust a forever knight." said Manny, getting out as the groups walked out, with Rook heading to the back of his truck.

"I know what they did, Manny...but some of them looked like they wanted to redeem themselves." Julie said, crossing her arms a bit as Max walked over.

"So...what is the situation?" asked Max as he saw Rook lead out the Violet Offenders and Trumbipulor with some guards taking them away. "So you caught them?"

"Not exactly; this rogue knight group caught them first" Rook explained as he led out the last of them...revealing that Arthur had taken off his armor while the others were handcuffed. He was now wearing a rather simple white button up long-sleeved shirt and a pair of light brown sweatpants with padded knees and a pair of boots.

"Hello my good men. I am Arthur Churchill, the King of the Knights of Ascalon. Or I guess would be more accurate to call me a 'rebel leader', but I chose the king thing to help put salt in the wound so to speak." Arthur said as Tetrax nods at this. "I come along peacefully as you can see so I can explain why my knights and I are doing this."

Tetrax nods as he motions everyone along as he stepped by Manny and says, "We are going to have a serious talk about what happened in that fight with them...until then, you're off of this case."

"What do you mean we're off?" Manny asked, his eyes narrowed as Tetrax crossed his arms at this.

"You're taking this as a personal level...it may cloud you and you squad's judgment. Especially after what happened." Tetrax said as Helen heard them talking, looking down with an angry gaze as they went to the main computer room, as Arthur got a flash-drive out of his pocket.

"This is information Katherine has taken from the Forever Knights." He said, putting it into the computer and pressed some buttons. "I also included information about my knights if you are curious..."

"Okay...at least explain to us your mission then." said Hulka, crossing his arms as everyone looked at the screen, showing the hourglass symbol that they chose before multiple files began to open up, showing shocking photographs of many dead knights and fire keeper circle members.

"After the Diagon incident, Driscoll took over the Forever knights with about a 68% decrease in numbers. My former mentor, Sir Connor, became a black knight-an elite warrior-for Driscoll." Arthur explained. "Before anyone asks, no Driscoll wasn't killed by Vilgax...he was just critically injured by Enoch fixed him up." The screen above

"Who's running the knights? No way Driscoll can keep that many knights together." Max said, crossing his arms as Arthur shrugs at this. He then pressed a button as a figure with white armor was revealed with shaded pictures of other armored individuals.

"He has set up a...round table if you would. He made elite knights to work for him; Himself as king, Sir Connor as his general, Enoch as his adviser and a few other elite warriors. Joseph Chadwick, after his run in with you lot, left the fold sometime before the Diagon incident with a small group, including Sir Morton." said Arthur, showing the images of a man with a blind eye and a large set man in armor with a 'missing' icon next to them.

"And where does that leave you guys?" asked Julie, as Arthur shrugs at this, sighing a bit as he rubbed a hand through his hair.

"Honestly...we are misfit knights I Guess you can say. A band of rogues...Comedy and Tragedy were Driscoll's court jesters, Duke was from a small faction before his castle fell at the hands of that rodent criminal Argit, Katherine and Heinrich used to be in Chadwick's lab and myself...well, you know how I started out." Arthur said as he pressed some buttons, showing his armor. "This however was something I took from Driscoll so he couldn't use it against you lot."

"And what is that thing?" asked Hulka, crossing his arms as Arthur sighed, looking down at this.

"After that horrible purging...I was so..disgusted with the knights I could barely let myself out of my room. I had felt doubt since the dragon incident, but that just clinched that the Knights were not honorable men, they were just zealots of a madman...but a month after the Diagon Incident, I heard Connor talking with one of the head knights and well...I discovered that Enoch was making an Anti-Ben 10 weapon. This armor." He said, pointing at it.

"Wait...that armor...was for going against Ben?" Julie asked in shock as Arthur nods, as Rook rubbed his chin at this.

"So you use a weapon that was meant to kill a hero...and instead use it to redeem the Forever Knights?" asked Rook as Arthur shook his head.

"Sadly the sands of time was not kind to them...they are too far gone." Arthur said, pocketing his hands as Manny watched carefully, as did the rest of his team. "I am aware that what has been done cannot be forgiven...and it all never be more than likely. But I wish instead to help make sure those who were killed were not forgotten...nor avenged. The knights chose were ones who didn't or wouldn't participae in the Purge so the rebellion would not be hypocritical. To even the odds, Katherine has reused the old Squire robots from a...baseball incident..."

"I remember that." Ben raised his hand at that as Arthur nods, showing the robots getting outfitted with a styled suit; over the oval-shaped bodies were placed in 5'5 robotic knights clad in green-rimmed armor with the green hourglass insignia on their chests and glowing green eyes under the helmet.

"So in all...my knight's mission is to redeem ourselves from the past sins...and make sure the Forever Knights and other criminals do not harm others again. I am interested in an alliance, if that is okay."said Arthur, as Manny's team looked up in shock.

"I'd rather be chucked in the null void with an anvil tied to my leg than work with Forever Knights, especially with what you guys did to Pierce!" said Manny, as he glared at this.

"Agent Armstrong, stand down." Hulka said with a scowl. "Do not forget; we have enlisted a Lenopan, an Atasian and an Osmosian into our ranks before now and they had been known to be quite dangerous, but we have worked with them. If we judged the individuals on the acts of the rest of them, we'd be no better than the knights."

"Yeah, but-" Before Alan could argue, Max put a hand up, silencing them as Arthur's cell phone rang...with the sound of the Sumo Slammer theme song as Arthur gave sheepish look as he took out a smart phone with a white frame and the insignia on it.

"Arthur here." Arthur said, as his face turned grim. "Katherine, what's wrong? Wha-ENOCH?!" He asked in shock. "Bu-but how did he-tracked us...of course.." He nods as he says, "On my way." He hung up and says, "My team is in trouble. Enoch has found our hideaway. I need to save them, now."

"I think I Can help. My Proto-truk can get us there. Ben, you and Julie go ahead of us as one of your faster aliens." Rook nods as Julie nods.

"Ship, Flight mode!" said Julie as she got her flight armor as Ben nods to Skurd, who nods back as he moved to get a form out and nods as Ben slams down, turning into XLR8 and nods.

"Come on, lets go!" said XLR8 as he and Julie went ahead while Rook and Arthur ran out, with manny and his crew about to walk out, but Patelliday stopped them.

"And where do you think you're going?" asked Patelliday, getting out his badge as it showed a holographic image of the fight at the warehouse. "You lot instigated a fight with a group before getting the full information...you four are staying right here." The three hybrids looked at each other with a scowl as Cooper looked concerned.

(AT Arthur's HQ. 15:03)

At a small mansion in upper Bellwood, Katherine yelled out as she had her shield up, as a barrage of knights wearing silver and black armor walked up, all of them having a stylized infinity symbol that had a crest that looked like a serpent-like dragon in the form of an infinity symbol. Behind them were several tank-like vehicles that fired out energy blasts, which several robots fired to take on to make the bombs explode before they made impact.

"We are here for the weapon you took from Chadwick and Lord Enoch, Lady Katherine." said the lead knight as Duke sent his lance into the ground, making an energy shock wave flow towards them.

"We do not know what you speak." said Tragedy, wielding a blaster as he fired at them with his brother with a couple of blasters backed up by several squire robots.

"But can you hold still, I want to hear you shriek!" said Comedy as he kept firing, chuckling a bit at the rhymes.

"You are surprisingly good at that, Comedy." Katherine said, sounding somewhat impressed that he could keep that up.

"It is no problem my lady, now lets make them flee!" said Comedy as he kept firing at them before he heard the sound of a spaceship over head and saw the Proto-Truk arrive as Arthur jumped down, making a shock wave form around him.

"Stand aside, Forever Knights. We no longer have business with you...unless you wish to turn yourselves in." Arthur said, his hands sparking with energy as he put a shield up to block the blasts. "...Never easy. NOW BEN!" He called out as the knights suddenly got an ear-full of a sonic shriek as Julie fired at them.

"Try. That. For. Size." Said a quartet of voices as four, 4-foot humanoid with silver-blue armor, yellow-green silted eyes and casset tape-like marks on their legs and a Omnitrix insignia on their forehead attached to stylized headphones before charging at them.

"What the-Ben 10?" asked one of the knights as they fired at him, Rook coming down with his Proto-Tool in a bo staff and smacking aside several knights around him.

"They are distracted. Charge!" said Arthur as he and his knights ran forward to try and fight them off, pushing back as his robotic knights took on several. Echo Echo refused and sent out a sonic screech upward to shove several back.

"Time. To. Try. The. New. Guy." said Echo Echo as he nods to Skurd, who nods back as Echo Echo slammed down on his Omnitrix insignia as he grew a bit, turning into a 4'8 moose-like alien with creamy brown fur, blue-green eyes with large antlers on his head and a short goatee on his face with thick three-toed hoof-like feet and four-fingered hoof hands wearing a black and white jumpsuit with a helmet-like cover on his head.

"Antlerpult? I thought we'd get one of the other guys. Ya know, like that humanoid bird guy, eh?" Antlerpult said, looking at Skurd at this as the slimy alien crossed his arms.

"Look, I am still not used to being a regulator on this thing." Skurd said, looking at him from where his Omnitrix insignia was-where his belt buckle would be. "Just...make the most of it! Send these vandals sky high and we an knock them back down." He said as the moose-like alien nods before grabbing one of the knights and threw his head backwards, making the man scream out as he was sent flying into the air and into some near-by trees before smacking a few others aside, knocking them back.

Katherine slashed at a few of the knights, knocking their weapons aside before kicking them away as Heinrich smacked two together, nodding with a growl. Rook knocked a few aside as he says, "I apologize for my teammates earlier, Heinrich."

"It okay. Just accident." Heinrich said as he punched a knight away as the tanks wer coming in before Antlerpult grabbed onto one and pushed it so it would flip to the side knocking it into a few trees near by as well before glaring ahead.

"Hm...this fellow ain't gonna work, eh. Lets try something that can be a bit...tougher." said Antlerpult said as he slammed down on the Omnitrix, making him roar out as he began to grow in size to a large boar-like beast that looked like a quadrupedal Thunderpig, but had longer tusks that had four luminescent branches and many spikes covering it's back, roaring out as a black an white helmet formed on his face, his yellow-orange eyes glimmering under it as Skurd got ready.

"ROADHOG!" He roared out as he snorted a bit. "Heh...sweet. So...shall we?" He asked as Skurd nods as he wrapped around his head, making a crystal helmet made from Diamondhead.

"TALLYHO!" Skurd said as Roadhog screeched and began to charge, knocking out a whole horde of knights aside as Julie smirked a bit, firing more lasers at several tanks before seeing a helicopter arriving with the Forever Knights insignia on it.

"They are here for the directions to a weapon." Katherine said as Roadhog looked up and dug his head into the ground and got a chunk of earth in his tusks.

"Not if I got anything to say about it." HE then chuck the chunk of ground up into the air and sent it flying before slamming his hooves down, making a short shock wave to knock several of them back. Unaware of a figure phasing into the light before slamming a mace into his side, sending Roadhog back a bit. The large hog shook his head as he sniffed the air. "I know that smell..Enoch."

"Indeed, Benjamin. It has been any of years since we had crossed paths. Since you locked me into that dream machine." Enoch said, revealing himself as a golden mask-wearing man with a padded red armor with metallic gauntlets over his arms and metallic boots, and also a crest of a shield under the new draconian Forever Knight symbol and spiked shoulders.

"And I see you're still wearing that stupid mask. Seriously, how butt-ugly are ya under that thing?" Roadhog said with a small snort, shaking his head as he nods to Skurd, who smirked a bit.

"So knightly...lets see how well you deal with a sonic squeal of sorts." He said as he made a metallic megaphone that put ear muffs over his own head and Ben's as Roadhog gave out a loud yell to make a sonic squealing sound that sent Enoch back a bit.

"Hmm...a Slimebiote, hmm? I had thought they were wiped out to the dust of time." said Enoch calmly as he charged forward, his mace switching into a blade as Roadhog moved around, slamming his hoof into him.

"Yeah, but you ain't getting whatcha looking for. The armor belongs to Arthur now, not you." said Roadhog, glaring at this.

"True...he has it now...but I am here for a more...pressing matter. Something you should be aware of." He said as he saw his knights running out with a small device, led by a figure in dark gray and black armor. "And there it is. Now...if you need us..." He pressed a button on his gauntlet as a flying motorcycle came by and he jumped up and on, flying away with three knights behind him. "I have some extinctions to begin!"

Roadhog growled as he says, "We need to go after Enoch." Rook dodged a few blasts as he knocked them aside.

"I'll stay here and help the Ascalon knights out. Rook, you go with Ben." Julie said as she saw a tank about to fire at them with a plasma cannon. "Scanning...no life forms...good." She said as she jumped own in front of them as she says, "DEFENDER!" Suddenly her armor began to bulk up, Ship's legs sinking into he spot in front of the cannon and getting wing-like extensions on her arms with an orb to show Julie inside of it with a jumpsuit on.

"Ha, what is that? A bubble shield?" asked one of the enemy knights with a small chuckle. "This cannon is powerful enough to destroy a mountain!" The cannon fired as a sphere of energy came around Julie in the armor...and bounced it back, knocking the unmanned cannon and blasting it to bits.

"And this thing can take a To'kustar blast." said Julie as Arthur went to Rook and Ben, as Duke and the Twins fought off against several of the knights.

"I shall accompany you if that is alright. I Talked to Duke and he said he will lead my group to aid Julie." Arthur said as Roadhog nods as he concentrated as the spines went down on his back as he motions them on.

Rook and Arthur went onto the large pig's back as Roadhog says, "if ANY of you tell anyone of this...I'm gonna step on you as Way Big." He warned as Skurd did a small salute.

"Onward, Roadhog! Away!" said Skurd as the large pig ran off after them, sniffing the air to track them down.

(At Plumber's HQ. 15:49)

Manny was working on his van, muttering a tad to himself as Helen was pacing, looking annoyed as Alan was sitting down to the side, thinking a bit. Cooper was looking over something when a Red Alert sign came up, making the four look up as they went to the door to he conference room to listen.

"-chasing Enoch to what appears to be a cave system made of Quartz crystals. Do you know what he could have?" asked Rook on the radio as Adolherd was in the room with Max and Patelliday, rubbing his chin.

"My brother had told me that a Highbreed explosive was stolen by the Forever Knight during our initial invasion...It was meant to be a planet buster, but we had none of the necessary fuel to power it before it was stolen." said Adolherd, as Max scowled.

"But why keep a planet breaker on Earth? They don't like aliens, but they love Earth...why risk it?" Max said as Adolherd crossed his arms.

"Maybe he's planning on sending it off world? After all, they could have stashed a rocket there." said Patelliday.

"Correct...if I am right, Enoch plans to kill the Dragon planet...just as King Patrick wished to do before his demise." Arthur said, as the Helpers looked at each other and nod before backing away from the door.

"We need to get there...fast." said Manny as they snuck into the lab. "Didn't Blukic and Driba make a teleporter?"

"Yes, but I need to pinpoint the Plumber Badge of Rook to get at least an estimated area...but that could be dangerous." said Cooper...as he noticed the hanger with the Plumber Jets and got an idea. "But...we do have another way."

Manny and the others saw it and smirked a bit as they ran towards it as Cooper's eyes glowed blue. "didn't know yo had it in you, Coop." said Alan, running with him.

"I'm only doing this to stop the bomb. They need someone with technopathy to disarm it." Cooper said as they got into the ship and closed it as he hacked into the hangers and took off as Gluto came in, seeing this but was too late to stop it.

"...I am in SO much trouble..." Gluto muttered to himself at this, his eyes going to a deadpan look in annoyance.

(Later...)

(Desert Quartz Caves outside of Bellwood. 16:03)

In a dark cave in the deserts outside of Bellwood, shimmered many yellow-orange quartz crystals as Rook looked at them curiously. "So this is the infamous crystal quartz that allows for interplanetary travel..." Rook said, seeing the crystals shine slightly as they walked through it.

"Indeed. Many of the knights used these exact crystals to make teleportation pods like the Highbreed. I have to say, using the design o the infamous Entropy Pump is still good...but sadly no one can get the directions correct." Arthur said, shrugging at this. "That Paradox fellow is a genius."

"You know Professor Paradox?" asked Ben, now confused as he ad long since turned back to normal as Skurd was helping give light by using Heatblast's flame to make a glow in his body.

"Indeed. Katherine is a big an of his work from what Chadwick was able to dig up. She'd likely love a chance to meet him." said Arthur, chuckling a bit. "But I honestly doubt it."

"If he wants his ego stroked, I think he'd do it..." Ben muttered as he saw a large door ahead. "AND that must be where the rocket is..."

Rook patted the door and scowled. "Hmm...this is an alien alloy. And it's non-magnetic, so even Lodestar couldn't bust it open..."

"And I cannot hack into it...do you have any of your ghostly aliens on stand by?" Asked Arthur as Ben nods, slamming down on the Omnitrix. His body began to levitate as his body glowed green as his body got replaced with a light-gray ghostly creature with a sort of gaseous skin covering his body with his Omnitrix insignia sticking out of his skin on a fold, a large, yellow-green eye forming on his right side with many black lines forming on his body, his hands bent in ways that looked like claws were covering it and having what appeared to be braces on his neck, wrists and waist.

"Well, this is unsettling." said Skurd, peaking out from the folds of skin as he says, "Trust me, You do NOT want to see under here...it's the stuff of nightmares."

" **Ghostfreak...** " He said in a whispering voice as he flew into the wall, phasing through it as he looked at the door and phased into a panel, making it zap up before the door opened. "Got it." He said as he flew ahead, only to get smacked in the face by a baton-like weapon. "OW!" He said, rubbing his head as he saw a duo of Forever Knights glaring at them.

"Not so fast, Tennyson." said one of the knights as Ghostfreak glared. Rook jumped at him and sent a kick his way, but the knight blocked it and tossed him aside. Rook yelled out as he hit a wall, making Ghostfreak look in shock.

"Okay, you guys clearly got better at your job. I remember when I could kick your butts as a kid." said Ghostfreak as he removed his covers on his hands, revealing very long, bony clawed fingers before he flew forward and slashed at them. The man punched at him, but Ghostfreak went intangible...as the night just chuckled.

"Gotcha." He said as an electrical current went through his arm as Ghostfreak and Skurd yelled out in pain.

"I! THOUGHT! YOU! WERE! INTANGABLE!" Skurd yelled out as they got back to physical form, both groaning a bit.

"I am...ow..." Ghostfreak groaned as he looks at them. "So...you got some new tech...nice..."

"Heh...and soon, our allies will withdraw from your little camp...since they are no longer needed there." said the knight at the side as he got his sword out, pointed at Rook's chest. "Now lets end this filth once and for all..."

"GET AWAY FROM HIM!" said Arthur, tackling the man away as he tossed him into a wall, making him yell out in pain. The other knight looked in shock before he got blasted by an light violet energy blast from Ghostfreak's chest, nodding to Rook as he helped him up.

"I had thought Ghostfreak was a form you were uncomfortable with." said Rook, as Ghostfreak only shrugged as he motions the chains on his form.

"The cuffs help keep the evil side from coming out. Thank Azmuth for that." Ghostfreak said as he flew ahead with them.

"Maybe you should give her a present. Maybe a gift certificate of some kind." said Skurd as Ghostfreak shrugs at that, not sure if he was kidding or not before they came to a large lab. Enoch stood in front of what looked like a rocket ship as he set something inside.

"Enoch, freeze!" said Rook, pointing his Proto-Tool as Enoch as the masked man only looked at them calmly. "You are under arrest!"

"Under who's authority? The Plumbers? Do you even know what the plumbers were originally before they allowed your kind in it?" Enoch asked, as he around his rocket calmly. The four in front of him looked in confusion at that as Enoch said, "The Plumbers before you aliens adopted the name were a group of Earthlings who dealt with the strange phenomenon of Earth. Mystics, demons, Cryptids...anything that was hard for most people to accept or truly believe. They kept them under wraps."

"Why is that then?" Arthur asked, his eyes narrowed before he heard movement as someone walked up from the shadows, an energy sword in hand.

"Since you asked, you traitorous worm, it all changed in the 1940s, when the Roswell incident occurred and the filthy aliens arrived." said a voice as the black knight arrived, glaring at them with his single eye. "We Knights were originally protectors of this earth from monsters from beyond the stars even after Diagon was originally defeated, and now they walk among us...it sickens me." Arthur's eyes narrowed at that, as Rook scowled.

"So...what? You're going to blow up Undertown?" asked Ghostfreak, his eyes narrowed as Skurd was starting to from a sort of cover made out of vines as he glared at this.

"Oh no...that is under a human populous, can't have them be wiped out...just yet. You see...the Highbreed left this behind after we had procured it...and thanks to the energy sphere that the traitors had dug up while doing their petty 'heroics', I Can finally do what Patrick failed to; destroy those filthy dragons." said Enoch calmly.

"Wait...so that's what this is about? Those Dragon aliens?" Asked Ghostfreak, his eye narrowed ab it. "You do know I won't let you do that..."

"And how are you going to stop us?" Asked Enoch as he pressed some buttons but ducked when a blast nearly hit his head.

"For one...he's not alone." said a voice as Ghostfreak, Rook and Arthur turned to see Manny and his squad arriving, Alan knocking aside a guard with a blast of fire. They looked rather scuffed up, but still standing.

"...What in the world are you lot?" Connor asked, his eyes narrowed as Helen glared back at this.

"You should know...after all, you murdered my brother...who wasn't EVEN an alien." said Helen, as Enoch raised an eyebrow under his mask.

"Wait, he wasn't an alien hybrid like you guys?" Asked Ghostfreak, as Skurd smacked him on the head as he motions to the fact they are there. "But the more important question is this; WHY are you guys here?"

"We kinda hijacked a Plumber Jet to follow your signal." Cooper said sheepishy as he concentrated and got connected to the rocket, making Enoch to look in shock. "I Got the rocket under my control...I'm gonna make sure it can't go there...you need to get Enoch guys, now!"

"Got it!" said Manny as he ran forward, but a knight fired a blast at him, making him yell out as he glared, Rook jumping to aid him as the two glared at the knight, who got out a shield and sword to get ready to fight them.

"I got him" said Arthur as he ran forward, going for Enoch as the Black Knight stopped him, kicking him away, removing his helmet to reveal he was a older man with long hair that reached his neck and an eye patch that looked like a dragon's eye over his left eye, glaring darkly.

"Your fight is with me, you traitorous whelp." said Connor as he got his blaster ready, but got hit in the shoulder by Alan, who glared at him.

"I may not be a fan of you knights...but I can at least tell he's not with you." Alan said as Helen sped by them and kicked Enoch in the face, making him grunt as he was sent back a bit.

"That was for my brother..." Helen said, her tone dark as she glared at Enoch. "You guys say you were always for humans...why kill Pierce?!"

"What you say...makes no sense. You are his sister, are you not? How is he then not an alien?" Enoch asked, as Helen rolled her eyes.

"We thought he as also an alien but the Plumber Academy said he was just a mutant like Cooper...so you killed a fellow human." said Helen...as Enoch scoffed at that idea, getting his mace at the ready.

"He confided to your filthy kind...honestly, out of all aliens...Kinecelerans are honestly my LEAST favorite of them all." Enoch said as he swung at her, but she quickly moved. Ghostfreak glared at this as he flew forward.

"Skurd, get me something I Can use to block his weapon!" said Ghostfreak as Skurd nods, slamming down as Ghostfreak did a bit of a forward spin before landing in his new alien form, with Enoch and Helen covering their ears from the sound of scrapping metal.

Standing before them was a 6 foot tall, silver-gray metallic insect-like life form with six eyes on his head with a metallic spike going upward, a mouth silt on his chin, metallic shoulders with small bumpy spikes on it, a segmented body with four-fingered hands and mantis-like feet with spikes coating his body. He was clad in a black shirt with a white triangles under his arms and his neck area where the Omnitrix symbol laid, with six metallic spikes coming out of his back in an upward curve. " **RAZOR**!" He said, his voice sounding akin to an echo behind his closed mouthd, jumping forward with a glare from the six eyes.

"An Acerap, hmm? Interesting..." Said Skurd, now curious as Razor ran forward, his arm gaining razor-sharp blades as he slashed at Enoch, as Cooper was keeping an eye on the rocket as he concentrated.

"Come on..." Cooper said as Conner fired at Arthur and Alan, who both dodged around the blasters fire as Alan fired a blast of flames at him.

"Peh, pitiful firebug." said Connor with a sneer as he noticed at the corner of his eye that the other recruit was taking on Manny, dodging his punches and sending a few blows to his stomach, making him grunt a bit.

"We've trained since the Diagon incident...we are more than ready to face you aliens." Said the younger knight as he did a kick towards Rook, who blocked it with a Ravonnah-Kai block and gripped it.

"...then lets see how well you do against my people's martial arts; such as the Muroid Grip." He said as he locked his leg in a vice grip with his arms, making the knight yell out at the surprising strength but kicked his stomach with the other leg, doing a hand stand to try and get him off his leg.

"Man, for a guy in heavy armor, you are agile." Manny muttered in shock as he grabbed at him, ducking trying to get him still. Helen, meanwhile, sped around Enoch as he swung his mace around,which only bonked against Razor's metallic hide.

"Hey, that didn't hurt that time." said Razor, surprised to say the least as Skurd rolled his eyes.

"Of course it wouldn't hurt, Ben. This species is immune to blunt attacks." Razor gave an 'aah' at that as he ran forward, slashing at him still as Helen zipped between punches at Enoch, the two making the man grunt as he powered his gauntlet up between blockingt hem.

"Enough of this foolishness..." Enoch said as he slammed down, making a red energy shockwave send the two back. Razor yelled out in pain as he felt the heat of the energy hit his legs, making him fall to his knees in extreme pain.

"Owowowowowow! Hothothothothot!" He said in pain as he grunts, looking at the rocket and reading that the countdown had started up. "Coop...I Thought you got that thing to stop..."

"I am trying...they must be ready for me. I'm trying to break through the code." said Cooper sa Connoer aimed his cannon at him, making him go wide eyed.

"Oh no you don't, Connor!" said Arthur as his wrist opened up on the 'sword' insignia as it opened up, revealing a barreled cannon that extended out o look like a small bazooka in terms of appearance and stood with ti at the ready.

"Oh...you have quite the nerve, boy." Connor said as he powered up his cannon, with Arthur doinght e same. "Lets see if your prototype can deal with my perfected blaster." He fired, which Arthur returned in full as the two blasts began to clash as the beams began to glow against it, making Arthur grunt as he was pushed back a bit.

"Ugh...Make sure...that rocket doesn't fire..." said Arthur as his beam kept up, sa Alan nods as he ran over to help Manny and Rook as Rook saw this and nods.

"Alan, get him into the air!" said Rook as the two tossed the knight, which Alan blasted into the air, thankful that the armor on. "Manny, get me into the air too! I need a Football Special on him." as Manny got his right hand up as Rook jumped from it with Manny's strength to increase his speed.

"That's 'Fastball Special.'" Manny said as Rook nods as he did a spin in the air before kicking him donw.

"WIND SICKLE!" said Rook as the knight hit the round wht a grunt, groaning a bit as Rook landed, panting a bit. He went to check and nods as he says, "Good...he is still alive. Barely concious, but alive."

"Dang...you some sort of magic kung fu cat or something?" asked Alan as he saw Enoch aim his gauntlet at razor, who was groaning in pain still. Alan got ready to help, but Cooper shook his head as he groans a bit.

"Time to end this, Tennyson..." said Enoch, as Helen glared at this. Her Visor went over her face as thoughts of what they found of Pierce's body at the purge filled hre head,her eyes filling with tears at the memory...and the anger that welled in her.

"Oh no you don't!" Said Helen as she sped across the room...but then did a 90 degree turn and slammed him against the computer, making Enoch yell out as his gauntlet hit the screen, sending shocks through his body.

"GAAAAAAAH!" Enoch said, as Connor turned to his superior in shock. Arthur, seeing this chance, pressed a button on his wrist and increased the pressure on his blast, sending it towards Connor's blaster and hitting it, making it fly away from the blast as Connor grunts as he was sent a little away.

"Ugh..." Razor groaned as he saw the rocket and got up, shakily as his feet were still glowing red. He grabbed one of the spikes on his back as it straighten out, turning into a spear.

"Skurd...mind helping me with this?" He asked as Skurd nods, as he slinked up and wrapped around his legs to dull the pain as Skurd nods. Razor then got ready and thew the blade, as it gained a hook end to it and slashed through the rocket, sending the core right out and pierced, making it useless as Razor panted a bit, glowing green before turning back to Ben, who gripped his right leg in pain.

"Ow, still burns..." Ben groaned as they saw Helen glaring at a groaning Enoch, grabbing at his neck as her hand shook in increased speed. "What is she...?"

"Oh dear..." Skurd said as Arthur noticed as well, going over and standing on the podium.

"Miss Wheels, you should stop before you go too far." Arthur said, looking at her calmly as he removed his helmet, as Helen gave a shaky breath.

"He...and his friends...they killed him and other innocent families...they were going to kill hundreds more...why should we let them stay alive?" asked Helen, her tone faltering as Arthur shook his head.

"Killing them will not bring them back. Nor will I put true justice into this situation. You are a Plumber, not an executioner...be better than them." said Arthur as Helen clenched her eyes shut and backed up, as Enoch groaned a bit.

"You may think you have won...but far from it." Connor said as he got up and pressed a button on his armor as he and Enoch began to shimmer, as did the unconscious knight. "Till next we meet."

"Hey!" said Manny as he tried to grab him, but Connor and the other knights vanished before they could finish it. "Where did they go?"

"I am going to call HQ. They will have alerts for any and all Forever Knight activity from here on..." said Rook as Alan put a hand on Helen's shoulder, Cooper getting the crystal out of the metal spear in the meantime.

"Looks like we got something for the trophy room, Ben." said Cooper as Ben nods as Rook helped Ben up.

"Trophy room?" asked Arthur, as Helen was led out with her team. Ben nods as he motions him along, Rook leading them to the Proto-Truk so they can rest up as Cooper concentrated, shutting the place down as they went.

Unknown to them however, a portal opened up as a figure walked in and went to the computer, reactivating it remotely via a strange device. He looked around and went to the explosive and got out a communicator."Sir...I got the target."

" _Good...bring it to me now._ " said a hissing voice on the other side, as the figure nods as he got a Null Void Projector out and fired, sending him and the rocket to the Null Void.

(Later...) 

(Plumbers HQ. 18:34)

After the chaos at the Knights of Ascalon's HQ, they were now resting at the Plumbers HQ all wearing civilian garb. Katherine was looking over something with Cooper at his time, rubbing her chin while wearing a white coat and a black dress, frowning a tad as Heinrich, wearing a vest and not much else, was looking intently.

"Okay, can you two shut up?" Patelliday asked, sitting in an annoyed pose as the twins were talking beside him, Comedy mostly going into rhyme as he did which was making the older fish gain a sort of tick with his eye, much to Hulka's amusement.

"You four are in a lot of trouble, I hope you are aware of that," Tetrax said as he threw a broom towards Manny and a mop to Alan. "While Helen is taken to psychiatric care, you two will be helping Valrean with cleaning duty till she is better. She'll join you then."

"Come on, you two. Ze mess hall won't clean itself. Ze Vreedles are messy eaters." the reptilian prisoner said, motioning them along as he got his own mop behind him as the two groaned, following him.

Ben, Julie and Rook stood beside Max as Duke, now in a wheel chair, sat beside Arthur as he was writing down on a treaty. "And done." Arthur said, giving his signature, as Max did the same on his side. The two then shook hands.

"Well, that is official; the Knights of Ascalon are now allies of the Plumbers and the Galactic Peace Alliance." Max said as Arthur nods, giving a smile as Ben motioned them along.

"Come on, we're gonna head out for Smoothies if you guys want." Ben said as Arthur shrugs, as Duke shook his head.

"I am good, thank you. I am honestly wanting to get back into playing Craft of War. I want to make sure my allies on there know I am still around." Duke said, rolling away as Julie gave him a nod.

"Sure...foreverduke838. I think Jimmy will be happy to see you are okay." Julie said, giving a smile as e nods, chuckling a bit.

"Indeed. The battles on there shall be done swiftly."Duke said as he rolled away, as Julie, Ben, Rook and Arthur went off on their way to hang out, wanting to rest after the chaos that had happened.

(In an unknown location)

At an underground bunker, a duo of knights were kneeling before a large throne that had it's back pointed to them at this time. "So...what is of Enoch and Connor?" A dark voice asked, his voice icy and cold with a faint echo to it.

"Connor is with Enoch at this time, overlooking his recovery from the battle Ben 10 and his allies had on them. Sadly, the bomb was taken away as was the destroyed core." The knight said nervously, as a robotic, thinly built knight came out, a katana in hand but the figure in the throne raised his white-silver hand, stopping it from attacking.

"No matter...soon they are to fear us once more. For it is I, Driscoll, who is the true heir of Sir George...the true Forever King. Those two upstarts Churchill and Chadwick will fall to my hand...and those upstart Plumbers...they will die for their betrayal of not just me, but to this planet. Ben may have slayed the Diagon...but he has only brought chaos to this planet." The figure stood up, making him appear to stand at at about 8 feet tall due to the armor he wore. "It is time to make sure that is never to happen again."

The knights then bowed, saying, "HAIL TO KING DRISCOLL GODRICK! THE ONE TRUE FOREVER KING! HEIR TO SIR GEORGE!" The knights said, all bowing to the figure in the throne, his visor shining in the darkness, giving an eerie red light.

End of Episode 5

Well, things are going to be interesting for things to come. But I did get a chance to show case some of a couple of friends of mine. They helped me with some of the stuff on here and are also starting their own Ben 10 story. They allowed me to use their aliens for this. Here's the info on them:

Anterpult (Owned by Zigwolf)  
Species Name: Ballistactyla  
Planet of Origin: Adanacterra  
Powers/Abilities: Able to pick up enemies or objects with its antlers and using it's super strong neck muscles, it can launch them towards great heights and distances.  
Weaknesses: Small size  
Additional Info: Antlerpult has a short temper and Canadian accent.

RoadHog (Owned by Kevfilms2x2)  
Race: Suiwine  
Planet: Copalos  
Powers/Abilities: Strong sense of smell, sharp tusks, heavy hooves could crush anything. Tusks help enable excavation. Strong neck allows him to fling objects like a catapult  
Weaknesses: Sensitive sense of smell, clumsy, charging takes a lot of stamina.  
Additional Info: Suiwine's are a tribal race. They have forged large villages lead by a chieftain. During mating seasons, males often compete with each other to fight for female and dominance. Whoever loses must have their tusks clumped off and the victor will adorn it as a trophy. The Chieftain is also able to harem up to more than six females to expand his dominance over the tribes, atleast until a challenger decides to oppose him. Many aliens have used Suiwines to help create roads with the use of their tusks. There is also a bipedal sub-species said to be more 'civilized' in comparison.

Razor (owned by Kevfilms2x2)  
Planet: Aceros  
Race: Acerap  
Powers/Abilities: Can shapeshift his body into really sharp blades or claws. Can chip off pisses of himself to create javelins and handheld swords. His blades easily sharpen and could cut almost anything. Could also create slight sparks when sharpening. Durable Carapace.  
Weaknesses: Metallic body makes him sensitive to extreme heat. Must be careful with sharp blades as he could accidently puncture something. Air pressure can internally crush him.  
Additional Info: On the metallic planet of Aceros, Aceraps have built strong cities with the use of their metallic minerals provided from the planet. Aceraps are very good with hand to hand combat, specifically sword combat. With the use of their shapeshifting blades, they have sold their own organic swords to other people that could use them. However deep within the planet lies one of their most terrifying predators known as the "Smeltors", living plasmoids that feast on the Aceraps metallic exoskeleton.

These are the characters owned by them for their story, Ben 10 Resurrection. But promotion aside, I'm happy they were willing to share these and a couple other aliens for this. Hope you guys enjoyed and everyone, please Read, Review and Suggest away!


	6. Seeing Rojo

Okay, time to continue this fic. The adventure ahead is going to be a little different, as it's more focused on the techs of the Plumber HQ: Cooper and his two assistants, Blukic and Driba. Enjoy. Any OC aliens belong to their respective owners.

Seeing Rojo

(Bellwood USA. April 4th, 16:30. Midtown.)

People of Bellwood were out and about, enjoying the midday light before a blast from a nearby building is heard as Exershield and Lucky Girl were sent through the air and into a nearby bus, the two groaning. "I had to take that all from you, cous?" Lucky Girl asked, her energy hair ruffled a tad as she glared ahead before seeing Rook, Kevin and Julie getting thrown out as well.

"Trust me...I wouldn't have called if it wasn't important." Exershield said as he powered up a shield to protect the others from a barrage of six energy blasts. "Never knew you'd go full Ranger mode...Rojo." Standing before them, all in color-coded armor, were five women of various ethnicity smirking darkly. The leader of the bunch was a pale skinned woman with long maroon hair clad in dark red, spiked armor with a white and red skull on her breast plate.

"Heh...yeah. Azul and Amarillo weren't enough-no offense ladies-so we decided to expand for a full painful prism if you would." said Rojo, as standing next to her were four other women; a fit African-American woman wearing dark blue armor with a black skull on her breast plate, a Caucasian woman wearing a yellow and black armor with a violet skull, then there was a brunette with a mole on her chin with dark pink armor with a dark red skull and finally a Hispanic, dark brown hair and brown eyed woman wearing green armor and a blue skull. "So say hello to Rosado and Verde."

Gwen looked at Rosado and squinted a bit, seeing her face after their fight. "Wait...Pinky? You're with Rojo now?"

Rosado, real name 'Pinky', heard this and smirked a bit. "Guess my rep outside of Salem precedes me. Oh wait...you're that girl that Princess talked about, aren't you? Yeah...that dorky hero girl with the cat mask...man, to think I get to beat down Lucky Girl AND Ben 10."

"Guess my rep is out…" Kevin muttered, rubbing his head while in a metallic armor as Verde just chuckled a bit, amused as she bumped shoulders with Rosado as they got ready to go.

"Trust me, kid...it's gonna be easy ripping you apart. Right Pi-I mean Rosado." said the girl as Rosado rolled her eyes as Gwen scowled.

"So Missy is here too...this is a weird reunion…" said Gwen as she powered up her mana and fired, but Rosado sent a few punches her way, shattering them with ease.

"Sorry Kitten, but this is some anti-magic tech." Rosado said with a smirk as her helmet went over her face, showing a white and hot pink as the other armors formed over as Verde's body shined brightly before charging at Julie.

"Heh, while Pinky is dealing with Magic Girl, I got you, bucket head." said Verde/Missy as she punched at Julie's chest, making her yell out as her suit's energy got absorbed. "Heh...gotta stay green, right?" She then fired a blast of energy at her, making Julie yell out as she got sent back. "And in this case, my suit absorbs energy from around me."

Kevin absorbed some asphalt and charged at Azul, who shimmered and moved away with a smirk as her arms turned into blades and slashed at him, but he blocked with a couple of asphalt hammers. Rook jumped at Amarillo, who dodged and got out an energy whip of some kind and whipped at him.

"Call for back up, Rook." said Exershield as he tackled into Rojo, sending a kick her way as she blocked it. She then slashed at him, but he made a shield to block it and put a bubble around her. "Hah, how'd you like that, Joey?"

"Cute kid...but still not enough." said Rojo as she powered up a burst and sent a shock wave out, shattering the shield as Exershield was sent back.

"Ugh...okay...time to go offensive." said Exershield as he nods to Skurd, who nods back as he went around to his left arm and gained a Bloxx-like cannon and fired it out at Rojo.

"Pick a more offensive alien while I am keeping her busy." Skurd suggested as Ben nods, looking through the aliens as Rojo grunts at the blasts of coral-like blasts before her shoulders got out a pair of robotic eyes and fired, countering each blast.

"Found one!" said Exershield as he slammed down, turning into Humungousaur with a roar. He punched down, as Rojo grunts at this.

Rook got his Badge out, dodging around Amarillo's blasts as he says, "This is Agent Rook Blonko! I am calling any and all available Plumbers who are within range to help us! We are pinned down! If anyone is near by, this is a red alert! I repeat, Red Alert!"

(meanwhile...in the highways of Bellwood. 16:38)

In a purple and yellow car with fire designs and a stylized '3' on the doors, Cooper was sitting with Blukic and Driba sharing the passenger seat. "You sure this is a good idea to leave the lab?" Blukic asked as Cooper shrugs.

"Don't worry, Manny's got us covered. Besides, there has been no sign of any activity in a long time. I'm sure things are going alright back in the lab. Plus you guys are overworked, a Smoothie won't kill ya." Cooper said as Driba gave him an odd look.

"Why are blended drinks something you humans seem to be obsessed with." Driba muttered as Cooper's cell phone rang, as Cooper pressed a button on it to get it onto the radio.

"Cooper here." Cooper said as it showed a screen of Julie's face, making him confused. "Julie? You're using face time?"

"No time for jokes, Coop! We need help! Rojo and her gang are on the run. We got word to Max, but we need you to get help finding Rojo's target."

"Understood. Sorry guys, that trip will have to wait" said Cooper as Julie squinted a bit, confused. The two then gave nervous glances to her as the young woman looked baffled at who she saw in the car with him.

"Wait...Blukic and Driba?" She asked as the two waved. "Ah crud...does Max know?" She asked as Cooper looked to the side.

"Uh..hopefully?" He said sheepishly, as Julie just sighed a bit as did the two Galvans with him. The sound of reeving is heard as she looked up and groaned, "Ah great...they're on those hover bike things. Call you back." She said as the call went out.

"Well, at least Max is gonna be understanding, right?" Cooper asked, as Blukic and Driba both nods...before looking at each other with concern.

(At Plumbers HQ. 17:01)

At the HQ at this time, Max was heading to the lab with several agents. "Remember, Rojo is a dangerous criminal. We're gonna need special tech to get to them. And I know the best techs on earth that can help." He opened the lab...only to see Helen, Manny and Alan were currently working with the lab stuff with a small female Galvan, who was typing on a computer. She had a triangular head with bright yellow eyes and having a few whiskers on the top of her head akin to a salamander's with a dark green dress with a black stripe going down the middle.

"Uh...hi Max. We can explain." Alan said, his tone soft as he gave a nervous smile as Lucy walked in at this time, carrying a large assortment of boxes with her arms expanded in size with the dark violet mud keeping it up

"Hey Luhley, where do you want me to put-" Lucy paused when she saw Max...as she slowly backed away, Max crossing his arms as the Galvan dubbed 'Luhley' flew over to Max, seemingly unaware of his growing annoyance.

"I apologize for this, but I do have the weapons being made by my new assistants." said Luhley as she flew over to her table, as Max scowled.

"Blukic and Driba..." He said, annoyed as he gave the three Helpers a look, as they just kept to their work, not making eye contact as they were very nervous.

(Back with Cooper and the Galvans. )

The two sneezed a bit as Driba says, "Great...out of our sterilized lab and we caught an earth virus..." He then got out a GPS device and began to type away "Lets see...Rojo's team is now on the move, yes?"

"Yeah...looking for something." said Cooper, frowning a bit as he asks, "You getting her signal yet?" Driba smacked the device, annoyed.

"I had it set for the Mr. Smoothie locations...I will try and get it so that way we can track them down." Driba muttered as Blukic got a map out of the glove box to go the old fashioned approach

"This may actually help out more. Something archaic, but still useful." said Blukic, unfolding it. "Lets see...is it this road? ...Mm, that's not right..." Cooper rolled his eyes, trying to keep eye out as the two tried to look for the things to look for Rojo.

On the other side of town, however, Ben and his team were on the move in Kevin's car as Kevin looked behind him at Rook and asks, "You got anything on Rojo and her crew yet?"

"I do not...for some reason, I am getting the 23 Mr. Smoothie locations...Driba must have accidentally mixed up our signals." Rook muttered, as Ben looked confused at that.

"23? I thought there was only 22..." said Ben, scratching his head as Julie just sighed at this, all the while Gwen was trying to hone in on them, her eyes glowing a bit as to track their mana trail.

"Okay...lets think...they would be after some weapon...couldn't someone have looked for that?" Gwen asked, as Kevin nods as he began to get his phone out and set it up for the radio.

"Call Gredu." Kevin said, as the others gave him an odd look. "...he's an informant of mine. Fishy guy, has an odd language, apparently has a thing for shooting at me."

"Sounds oddly familiar...but okay." Said Julie with a shrug as the phone came through as Kevin looked into it as he put on an ear-phone.

"I'll switch it over to you." Kevin said as he pressed auto-driving as he put his phone to his ear and listened, nodding. "Mm-hmm...Okay, you know where Rojo would go? She's the punk biker chick." Kevin just got an annoyed look a he listened, rubbing his temple.

"Hope Cooper is handling those two knuckleheads..." Ben muttered, looking outside as he was thinking at this.

"Yeah they're a bit of a brainiacs each, but...still." Gwen muttered, as they all sighed a bit. They all had a sense of dread, given how the two acted.

(With Cooper...)

Cooper's eye appeared to have gained a twitch as he listened to the two Galvans argue over the way to track down Rojo as he sighed, "So...what exactly are they likely gonna go after?"

The two stopped arguing as Driba looked over a Plumber report on his badge. "I believe that they may be going for a power source of some kind. After all, with the loss of the the Fusion Engine with the events with the Krahoo, there have been attempts at making a new power source of equal power on Earth."

"And there is a shipment of Plutonium at the docks...but we need a way to get there." Blukic said, rubbing his chin at this time. "Wait...I think I got an idea. Cooper, you're a technopath. Can't you connect to other machines to see if you can get this darned GPS to work?"

Cooper shrugs as he took a hold of it and concentrated, his eyes shining blue before the map got to the right signals. "Yes, we're close." He said as he took off into the right to get to the docks.

The docks had many boats there as Rojo and her gang were going towards a large ship, smirking a tad before Rosado heard something behind her as she turned and yelled out as she got knocked out of the air by a green blast.

"Surprised to see us?" Julie asked, in her flight armor as Ship beeped a bit, which sounded like a chuckle before Kevin's car stopped at the docks, Kevin getting out and coating himself with the high-level steel of his car as Gwen powered back up.

"Lets do this." Ben said, smirking a bit as Cooper's car arrived, him and the Galvans arriving but hiding behind some crates as they looked.

"Heh, you made it this far...that's actually impressive. For as long as you got it." Rojo said, as Kevin sneered a bit.

"Luckily the informant told us that you would be needing a powerful substance to get your power core...and Plutonium is one of the strongest earth elements that can power it." Rook said as Ben glared at this.

"So lets get to it, Rojo. You're outmatched." Ben said as Rojo and her girls looked at each other and smirked.

"You got that wrong, small fry." Said Rojo as she and her girls pressed a button on their hover bikes, as they shined a bit as it shot out medium-sized skull-like shapes before they grew out, turning into a red-orb headed humanoid robot with thin arms that grew out red armor and a skull-like body before they expanded thin legs.

"R. ." Ben said with a flat look, as Skurd gave him an odd look at the acronym. "Yes, that's what it's really called..."

"How original..." Skurd said as several more of the robots were being brought out. Cooper and his two assistants watched this from afar, frowning a bit.

"Robotic Extermination Devices? That's a new model...must be tough." said Driba, as Blukic shook his head with a uninterested look.

"Not really...they don't look that tough. Kinda skinny though." The two gave each other looks before they began a small argument over if it was tough or not, as Cooper rolled his eyes.

"Come on, you two. Lets get that boat out of the harbor before Max shows up and gets us in hot water..." Cooper said, as the two nod.

"Trust me, we would rather AVOID being Level 1 science team again..." Driba said as Blukic shook his head at that, not even wanting to think about that.

"It's very irritating to tell simpletons how to turn a computer off and on..." Blukic and Driba both shuddered at that idea as Cooper gave them a surprised look.

At the docks, Rook fired at the R. as he says, "Ben, get that ship out of the way." Ben nods as he slammed down onto his Omnitrix as he grew into...

"WAY BIG!" Said the giant as he went for it, but yelled out as Rojo and her team fired at the giant alien, Way Big yelling out as he swatted at the air.

"Hey, back off!" said Gwen as she concentrated a spell. "TURBO!" She fired out a funnel of pink energy towards them as Azul flew back down and rammed into Kevin, making him yell out as he got put against a wall.

"Miss me, handsome?" asked Azul with a smirk as her hand gained a bladed weapon and slashed down, Rosado and Verde flying down to fire out energy siphoning cables towards Gwen as they tangled around her.

"Got her!" Said Verde with a smirk as they began to zap at her, making Gwen cry out in pain before her eyes narrowed.

"Ugh...nice...try..." Gwen groaned as she reached into her pocket and put on a bracelet of some kind. "Good thing...I kept this!" She said as the Keystone o her wrist shined a bit before it released a pulse of blue energy that went into the cables and zapped the two, making them cry out as their armors began to overheat from the energy exposure before they flew down, crashing down and hitting the ground, both groaning.

Rook jumped over some of the robots and fired, as Julie fired down more below before Way Big got hit by a barrage of energy from them before slammed on his symbol, turning into Four-Arms as he landed on the ground.

"Hmm...I think we should even out the playing field a tad." Skurd smirked as he turned into a familiar black and green blob as it flew out, grabbing a few of the robots and connecting it to Four-Arms' body, creating a black and green battle armor.

"Ship?" Ship asked, seeing this as Skurd looked at him from on top of Four-arm's head. The armor he had was a black and green version of the RED mechs that came out, with two energy blasters on his lower hand's wrists and energy blades on the top hands, as Four-Arms got into a stance against Rojo, who glared at this as she pressed a button on her bike.

"Be flattered, my canine-like accomplice. I got this from your example. But sadly I lack your creativity. So really, this is just these not-so-great robots upgraded." Skurd admitted as Rojo came down, her own armor extended to show that her Bike grew out a bit to go around her armor as it extended before it flew down and punched Four-arms

Kevin grabbed one of the poles near him as he concentrated a blast of electrical energy and fired it towards Azul, making her yell out as he punched her in the gut before tossing her aside, roaring out in anger as his eyes glowed a bit. He then gripped his head, as he says, "No...got to...calm down..." He said, taking some breaths as his eyes dimmed a bit, shaking his head before a blast of energy towards a few robots to short circuit them as Julie fired at them more.

"Okay..." said Cooper, seeing this as he pressed a button as his car came over to him as he and the Galvans set the core into the trunk before getting in. Amarillo saw this and got her whip out and wrapped it on the back tire, slashing it through.

"That's not good..." Driba said, as Cooper scowled. He then pressed a button, making the driving seat gain a wall behind it, confusing the two Galvans...until the outside of the car began to shift and change, turning into a bipedal robot with the car doors turning into a robotic set of wings and a laser canon for a right arm.

" _Okay, that was seriously not cool. You know how much time it takes to keep this car in peak efficiency?_ " Cooper asked via a mouthpiece, he and the others now in it's chest as it got into a stance, firing a blast of energy at the R. and looking down towards Amarillo, surprising her.

"...Well, that one-ups you two." Julie said with a joking tone as Kevin and Rook looked shocked at this, before hearing a thundering sound as Rojo and Four Arms continued to clash, but his armor was breaking apart as Rojo sent a punch his way.

"Aw..what wong, Benny? Still too chivalrous to hit a girl?" asked Rojo in a mocking tone as Skurd recalled the armor, panting a bit. She smirked as she pressed a button as the other four bikes flew over to her as they turned into limbs as the armor in the middle began to regress the limbs before turning into a 17 foot tall mech with razor sharp clawed hands and feet, its head coming out with a four-eyed robotic cranium, similar to Vilgax's robotic goons.

"Ah great..." Four-Arms muttered, annoyed as he looks at Skurd. "PLEASE tell me I got something that's strong AND agile so I can keep up..." Skurd looked over the Omnitrix...before nodding as he chuckled a bit.

"This shall be amusing..." He said as he pressed down on it, making Ben shine brightly as Rojo and the others covered their eyes as Cooper, taking the distraction, grabbed Amarillo and tossed her to Gwen, who got an energy coil around her and tossed her into the ground as Azul groaned a bit, rubbing her head as she helped Rosado and Verde up.

"Come on, lets get moving." said Azul as the two nod, the 17 foot mech got ready for what was to come as a agile fighter came in and did a swinging kick at her to send her back. Rojo groaned a bit as she rubbed her head...only to stare in surprise at what was in front of her.

"Alright Rojo, lets do thi-what's wrong with my voice?" Asked the figure, it's voice surprisingly...feminine. Kevin bit his lip, trying to keep from laughing as Gwen's eyes widen in shock, and Rook and Julie just stared in surprise.

Standing before them was a 6'1 alien with dark violet skin, black marks on it's face and large nearly pitch-black eyes with yellow-green 'pupil' in it and violet hair...that was in a ponytail. The alien appeared to be female in appearance with a slim but muscular body, a sleeveless white shirt with a black shoulder guard, a pair of thigh-length white pants with black armor with knee-high black boots, black finger-less gloves and a black belt with the Omnitrix insignia on it, with Skurd being there.

"...Well, it looks like we're not the only girls in the group now, huh Julie?" Gwen joked as Julie gave her a flat glare at that.

"...Skurd, what the heck did you do?!" Ben asked, grabbing him and giving him a death glare, stretching him out to get him within eye length. "When I said 'get me a strong but fast alien', this wasn't exactly what I had in mind. Why am I a girl!?"

" _Actually, that's just the species' thing; you're a creature from Nozama, a Femmatal. You didn't REALLY turn into a girl._ " Driba said via the communication device in 'her' ear. " _Femmatals' DNA aren't the same as most life forms, as they are prominently female in appearance as a virus wiped out the original male population, so their DNA had to change some. Thus why you appear as you are; that's the only way their species could survive the virus._ "

"So...What, now I got a amazon in my Omnitrix? What can she do?!" Ben asked, annoyed as Blukic gave a clicking sound.

" _Well...if I remember right, they're master martial artists. They can mimic fighting styles from things they have seen._ " Blukic explained, as Ben got an idea.

"Is that so..." said Ben as 'she' got into a familiar stance...one that Gwen has used in the past before running forward and jumping, sending a kick towards the mech to send it back a bit. "Heh...nice. So this lets me use moves I've seen before...cool."

"Nice try, Tennyson...trying to psyche me out won't work this time!" said Rojo as she sent a punch towards it, as Ben dodged a it.

"Close but no cigar. You're technique is horrible...especially compared to...uh..." Ben looked around and saw a boat with the word 'SS Valkyrie' as he nods. "to **Valkyrie**." The feminine-looking alien smirked as she got into a different stance...this one Rook used.

Rojo growled as she powered up an energy fist as it threw a punch over, but 'she' dodged, as Rook read it over, unaware of Skurd's body forming a slime form being her back and gaining a sort of glow, his eyes shining as he was looking at Gwen and Rook.

'That's...Revonnah Kai...' Rook thought in shock as Valkyrie got her fist at the ready as Rojo threw the next punch, but Valkyrie smirked.

"Try this; STONE CUTTER!" Valkyrie sent the powerful fist forward, sending a shock wave through Rojo's mechsuit before it flew apart, Rojo yelling out as she hit the ground, groaning a bit. Valkyrie smirked a bit as she looks at the as Cooper's car went back to normal, automatically filling the tire after patching it.

"See you guys at Mr. Smoothies...when they're locked up." said Cooper sheepishly as he sped off, the others nodding as they were handcuffed to a tree before heading back to the car.

"How were you able to use Revonnah Kai?" asked Rook, confused as Skurd poked hsi head out, his eyes shining a bit.

"We MAY have cheated a bit." Skurd said as Valkyire just chuckled a bit at that, her hands behind her back with a slight smirk.

(Later at Mr. Smoothies. 18:34)

At Mr. Smoothies, the group sighed as they relaxed with their drinks for a successful, if stressful, mission. Blukic and Driba were drinking down a lot of smoothies though as Gwen chuckles, "Looks like they got more customers in the future."

"At least this one is an alien-friendly business." said Cooper with a nod as Ben nods, as Blukic sighed.

"How did they get it so smooth though?" asked Blukic as Driba shrugs. Ben chuckled as he looked outside, thinking on something.

"Hey Blukic, Driba...apparently there's a 23rd store here in town. Might look for it when I get a chance...well, after we find out what Psychobos did." Ben said, as the two nod.

"Also...why did they need that power core?" asked Julie, confused as her badge shined. "Uh...what's up, Max?"

"We got trouble!" said Max as Gwen saw an explosion in the background as she nods. Ben put some money on the table before they vanished in a flash of violet. They came back to the Plumbers Base, as Rojo and her gang stood by Psyphon's goons, sans Fistina, as someone stood in front of a portal they were going through.

"Hold it!" said Ben, as Skurd glared ahead before the figure turned to them. It was a young woman clad in head to toe in a black armor with a dark gray jumpsuit with a red skull on her chest, her face covered with a dark gray visor that hid everything except for her mouth and lips, which was pale and had black lipstick as she looked at them.

"Sorry to come and go...but our boss hired us to get them out." said the woman as she gave a smirk. "But I'd see yo around...the name's Sombra, by the way...check ya." said Sombra as she went through, Rojo smirking as she went through the portal, the Plumbers all scowling at this sight.

"So...may I ask why you two went out?" asked Max as Blukic and Driba got nervous...as he says, "Seriously, I would have gladly gave you two a night off if you just asked. Do you think I'm some kind of slave driver or something?" The two just stared at this, shocked to say the least as the others gave nervous chuckles at this.

(At an unknown location. 18:45)

Rojo came through the portal as she looked at a throne-like machine as she and Psyphon both bowed. "Sorry for not getting the core, boss...but I was able to get the others back for you."

"That...is fine..." the voice wheezed, his eyes glowing red and his voice sounding distorted, as Psyphon looked up at this.

"But do not worry my lord, we are going to get you back on your feet, we promise." Psyphon said as the others all bowed as well as the figure nods at this.

"...You are dismissed for now...I must rest." Said the voice as the throne turned into a bed as it got hooked up to various wires.

"Yes, Lord Vilgax." Psyphon and Rojo both said as before them was the feared Vilgax, hooked up to various machines to keep his body in check as around the room was various medical equipment to get his body together, his body gaining prosthetic to keep his body in check.

Verde groaned as she looked at Rosado, "So...you want to get some smoothies, Pinky?" Rosado gave a flat look...before shrugging as Sombra came in with some alien smoothies, handing them out as the girls all relaxed for now, as the others got ready.

"But for now...you lot are in need of some upgrades." Sombra said, looking at Liam, Bubble Helmet, Thunderpig and Sweet-Eels. She motioned them along, as they followed suit as she had a dark smirk on her face, her eyes shining under her visor...

End of Episode 6

Well...I hope you all like this Christmas Present. It's been awhile, but I hope this is good for what I had to work with. Anyway, here's the bio on the new alien, Valkyrie

Name: Valkyrie (owned by Zigwolf)  
Species Name: Femmatal  
Planet of Origin: Nozama  
Powers/Abilities: Muscle Mimicry (The ability to copy any action (i.e. Gymnastics) after seeing it done just once and being able to do it perfectly without ever having tried it before), Superhuman Strength  
Weakness: If vision is impaired then her ability does not work.  
Additional Info: Femmatal's are an all female species. Out of all the activities the majority of Femmatal's love to copy which include Universal Acrobatics and Galactic Parkour, their favorites are Celestial Gymnastics and Cosmic Wrestling. A rite of passage among all Femmatals is that they will travel to Khoros and test their skills against Tetramands twice their size.

Also would like to thank Kevfilmz2x2 for the ideas with Cooper's car, and for Zig for letting me use his alien for this. And for those curious...Valkyrie seems to be based on the old idea from Ben 10 was about Ben getting super heroes instead of aliens and one of which was a female hero, thus why this alien is from an all-female race after their male counterparts got turned into monstrous creatures via some sort of virus. Anyway, I hope you all enjoyed it and please Read, Review and Suggest away.


	7. Festival Fever

Well, this should be fun. I do not own Ben 10, but this is gonna get heavy. I hope you all enjoy it!

Festival Fever

(Bellwood, USA. The Bellwood Pier. April 16th, 11:03)

It was a sunny day in Bellwood as Rook's truck parked in front of a large carnival area connected to a pier full of amusement park attractions, including bumper cars, a spinning ride and many other attractions. As well as a sign that reads, 'Happy Bellwood Day' with a large bell being set up.

"So this is a holiday here in Bellwood, correct?" Rook asked as Ben and Julie got out of the front seat, getting ready to go to the main area.

"Yeah, the Olde Bellwoods Day Festival is something that this town has done for awhile." Julie said, as she shrugs. "Okay I moved here when I was like 12, but it is really fun. Plus this year they're doing the main part at the pier. Remember this place, Ben?"

"How could I forget where we went on our first date? Especially given how...well, hectic it was." Ben said, petting Ship at this time as Ship beeped a bit with a small purr.

"Don't get mushy on us, Tennyson." Kevin said, walking up at this time. "You're lucky I'm here to visit my mom for this goofy festival." Gwen walked up at this, giving him a flat look as she was in a jumpsuit similar to her Lucky Girl attire, likely to hide her identity.

"Don't start, Kevin." Gwen said, crossing her arms at this as Rook gave her an odd look at her attire. "...Before you ask, Rook, I'm wearing this so my teachers don't know I am here and not studying. Plus look." She motioned to a sign that read, 'Welcome Alien Force.' "Ben told me that it wouldn't be right if Kevin and I weren't here."

"Or me." said a voice as Cooper arrived in the Rust Bucket, as Max and Arthur walked out. "Manny and the others are taking care of anything that could get our attention in Undertown, so this is more for the more...welcomed heroes for now."

Rook looked curious as Ben pats his shoulder as he says, "You've helped save the town a lot, pal. You're part of the main team, so thus why you're here too. Arthur's here because he wants to show the Ascalon Knights are on the public's side."

"Indeed." Arthur said with a smile as he saw Edwin walk up, wearing a black jacket over a white t-shirt with a black stripe-very similar to Ben's shirt from when he was a kid-with a stylized '10' put on the right side of the jacket, and a pair of jeans. He motions them inside as the group walked in, looking around at the decorations.

"Glad you could make it, Ben. From what I heard, this is a big day for Bellwood so I think you being here can really help your image. Especially given how Harangue is still using that smear campain against you." Eddie said, as Ben nods at this before they saw a older woman with tanned skin, dark red hair and wearing a blue suit walked over.

"Hello, I'm Natalie Alvarez. I'm the head of the festival committee. Glad you could come here, Mr. Tennyson. Same with your friends." Natalie said, giving the kids a smile. "Come along now, I'll show you to the place where your event will take place."

The group walked along as Rook noticed the large wooden bell as he says, "I am still finding it quite humorous that this town is named after a statue."

"Americans for you...always sentimental." Arthur said, a bit of humor in his tone as Kevin just rolled his eyes, his hands behind his head.

"Ah stuff a crumpet in it, your royal highness." Kevin said flatly as Arthur just had a smirk that says, 'I still win', as they went to a stage that had big white letters in a stylized wording of the following; Meet ALIEN FORCE.

Rook nods...but then saw something that got him to chuckle. "What?" Asked Ben as Rook points that, right next to it...it had a dunk tank that says, 'Dunk Ben 10' as Kevin only got a mischievous glint in his eyes at that. "You gotta be joking..."

"Nope. All proceeds go to charity, so I hope that's alright. It's all in good fun." Mrs Alvarez reassured him as Ben groaned a bit. "Plus the main stage area is big enough and-hopefully-durable enough for the guests to see your aliens in action."

"Let's hope so..." Ben said, as he says "BUT in the meantime...we're gonna have some fun. Meet back here in 30 minutes, guys?" The others nod as Rook went off with Arthur and Cooper as the two couples went in their own directions too.

Unknown to them however, Orianus was smirking as he was looking through a telescope. "Heh...too easy." Said the blue Pyronite as he pressed a button on his armor's wrist. "They're all here. Tennyson, that mechamorph-wearing girl, the Revonnahgander, the Osmosian, the Anodite mage and a Forever Knight. Multiple prey in one spot."

"Hmm...that could be interesting. We should make sure they are well distracted then. Give me the signal and my pet shall play." Khyber said as Orianus smirked a bit, nodding.

(Later...)

The festival was in full swing, many people going on the rides and enjoying the snacks at the concession stands, as many people were coming to the stage. Ship was currently looking at the group curiously, as Julie was sipping some coffee to calm her nerves.

"Nervous?" Ben asked, as Julie nods, giving a sheepish smile as Arthur shrugs, getting into his armor. Ben looks at Skurd and asks, "So...what should we do? The pamphlet said that I have to show off some aliens."

"Hmm...perhaps some new aliens?" asked Skurd with a shrug. "You got a few newer aliens that the public hasn't seen yet. Okay they've seen the ones like Gravattack, Crashhopper, etc...but what about the ones you got from this thing going nutty?"

"Hmm...could work." Ben said, nodding a this as he looks at the others. "You guys want in on that action? That way we can all be involved." He noticed some odd looks as he says, "Hey, we're a team. I think we should all have fun."

'Yeah, making you look good.' was Kevin's thoughts, rolling his eyes but had an amused smirk on his face as he looks at the Dunk tank. "THOUGH I am gonna enjoy that..." Ben cringed a bit at that, groaning a bit.

"I'm not...yeah the charity thing works, but not a fan of having to be in a dunk tank...let's just say after a certain incident when Gwen and I were kids...let's just say it isn't a big thing on my bucket list." Ben said, as Gwen chuckled a bit.

"Oh come on, it was funny to see you as a 4 year old." Gwen said, chuckling a tad as Rook looked confused at that, as Arthur shrugs.

"Okay, I'll be out here while you guys do your thing." Eddie said as they nod, as Gwen powered up into Lucky Girl as Julie nods to Ship, who formed his armor form over her as they walked out.

"And here they are; Alien Force." An announcer said as Ben gave a wave, as the group cheered out 'Ben 10' and 'Lucky Girl!', the cousins nodding at this.

"Glad to see they have fans." Arthur joked with a chuckle as Ben gave them a nod as he pressed down on the Omnitrix.

"Okay...since you are a great audience...before we do the charity event, mind if I show you guys some aliens?" Ben asked as the crowd cheered as he smirked. "And here's some new ones. It's Hero time!" e then slammed down, as he turned into...

"Featherweight!" He turned into the humanoid blue jay alien, smirking a bit as he says, "Yeah, don't look like much. But this guy is a great scout and plus..." He then started to levitate off of the ground. "I can levitate."

"Lame." said a voice in the crowd as Featherweight looked at this, frowning a bit as he saw a kid, about 11 in age, with short red-brown hair under a beanie and wearing a blue t-shirt under a black vest and a pair of jean shorts, giving him a faint frown. "Seriously, a bird that can fly? That's kinda lame."

"Wow...tough crowd." Kevin, chuckling a bit as Featherweight pressed down on his chest before landing on the ground, turning into Mole-Stache as he looked himself over.

"Well...lets see how you take this. As you can see, this alien is blind." Mole-Stache said, waving his hand. "But, I can see things via the fur on my face here. It's kind of a connection to my surroundings." He then sent his fur out, maneuvering around the people with ease before grabbing a smoothie that was near by and brought it back, also leaving some cash on the table for the vendor. He then sipped at it, nodding at this.

Eddie, seeing this, had his phone out. "Yes, okay...yes, I am thinking the mole alien will make a good toy." He watched as Ben then slammed down on the Omnitrix again...before his eyes widen in shock, as did many others.

Before them, Valkyrie was now out as 'she' says, "Before anyone freaks out, NO I am not suddenly a girl. This alien species kinda lost the whole 'gender difference' thing eons ago. Long story, I Rather not ask. Anyway...this alien actually proved pretty helpful."

"What can it do?" asked a member of the crowd as Valkyrie smirked a bit.

"Rook, mind doing some of your moves?" asked Valkyrie as Rook shrugs a bit as he got in front of Ben and began to do a few Revonnah Kai movements, as others began to watch Valkyrie studying him before the feminine alien started to mimic Rook flawlessly, shocking many of them.

"As many of you can see...it can mimic movements and copy them flawlessly, and also notice any openings in a style while in combat." Rook explained as Eddie just groaned a bit as Kevin still chuckled a bit.

"OOOH man the internet is gonna have a field day with this one..." Eddie groaned as Kevin just nods, with Rook coming back to them when he overheard them.

"What do you mean?" Rook asked, clearly confused as Kevin and Eddie both shared a rather...concerned look before Kevin pats his shoulder.

"I rather not harm your innocence, pal." Kevin said, now furthering Rook's confusion before Valkyrie nods to Skurd, who slams down on the belt before it turned into...

"Oh come on, a turtle? Lame." said the heckling kid as Shellhead was now on stage, making him scowl a bit.

"Well...if anyone wants to know, this alien can actually take a beating. The shell is invulnerable. Watch." He said as he nods to the others. Julie and Rook then got their blasters out and fired at him, which the shell just took without flinching as Shellhead just sipped from the smoothie again.

Gwen nods as she concentrates. "Elota Objectica!" She then fired out a blast of blue energy towards Shellhead, the mana barely phasing the shell as Arthur then got his cannon out.

"And this is the ultimate version of this test. Cooper, can you calibrate it so that I do not end up blasting the fair?" Cooper nods as he pressed some buttons and gave a thumbs up. Arthur then fired his laser out...which made the energy go around the shell and dissipate before it went anywhere else.

"Ta-da. Perfect defense." said Shellhead with a nod as Rook pats his shoulder, as Ben turned back to normal.

"So...shall we get to the dunking? We'll show off some more of your newer aliens later...may as well get them to get money for the charity." Skurd whispered as the kids looked at the slime curiously before Ben sighed a bit.

"Okay. Come on." Ben said as he motions everyone along as they put money into a large pot to get baseballs for their turn...with the heckling kid getting 6 of them with a small smirk as Ben got on the podium.

"Oh I am gonna enjoy this..." Kevin said with a smirk...as he got some cash out of his pocket and says, "Well...it IS for charity." He gave a smirk with Rook as he nods, putting in two Tayden crystals into it and got a few baseballs as well as Gwen just sighed at this.

During this time, Ben got soaked as various aliens from Brainstorm to Stinkfly, as the heckling kid from before was now up. "Okay...go for Humungousaur." The kid said as Ben slammed down, turning into the 12-foot giant as it got hit...making him land with only his waist getting covered but being stuck.

"Ah great…" the dinosaur-like alien said as he tried to move, the water moving around as some of the kids chuckled a bit at his predicament as he gave the kid a flat look.

"How do know that's even the real Humungousaur?" Asked the kid as Gwen just gave the kid an annoyed look.

"You literally saw him transform." Cooper said as the kid walked off, as he frowned at this. "Man, that kid is an odd one…"

"And obnoxious." Julie muttered as Skurd slammed down on the Omnitrix, gasping for breath as Ben climbed out, squeezing water out of his shirt.

"I did not sign up to get soaked to the mycoplasma." Skurd said, spitting water out as Julie walked over with a towel.

"Thanks." Ben said, getting dried off as he noticed Kevin and Rook had baseballs. "...seriously not cool, guys."

"It is for a good cause." Rook countered as Ben was about to say something until he heard a snarling sound. The group looked up to see a familiar blue dog, growling at this time. "Khyber's Anubian Baskur?"

"I thought we saw the last of that mutt last time." Kevin said as he grabbed onto the ground and began to absorb it, grunting a bit as he says, "Where's that hunter guy?"

"He should be near by…" Rook said with a scowl. "Cooper and I will look for Khyber...Julie, you and Artur look for his pyronite accomplice."

"So that leads the dream team against the dog? GREAT…" Kevin said with a smirk as Gwen powers up some magic, Ben activating his Omnitrix as he nods to Skurd.

"And it's a good thing I know what monsters you got, fido. Because lets see you take on aliens I know you can't take on." Ben said as he slammed down, turning into…"ChamAlien!" Ben said as he turned into the reptilian alien, smirking a bit as he vanished from sight.

The Dog growled as it shined a bit, turning into a large, weasel-like monster with strange prism-like eyes, feather-like dark brown fur and a cream underbelly and having razor-sharp teeth and claws, the nemetrix collar around it's neck still.

"Okay...he's new." Kevin said as the creature swatted to its right, smacking ChamAlien aside with a hiss. "Wait it saw him? How?"

"Look, it's eyes; they look like prisms. The light coming off of ChamAlien must be noticeable to it." Gwen said with a frown. She looks at SKurd, who was groaning a bit. "Why didn't you tell us about this thing?"

"I didn't hear any whistle. Did you? No? Then how would I know it would turn into that Colydasel?!" Skurd asked in annoyance. "Benjamin, this creature is blind except for light patterns. We'll need to think outside of the box...wait...that's it." Skurd said as the creature jumped at him as SKurd quickly slinked down and pulled his tail up.

"Hey, what are you-" Before Chamalien could finish, Skurd made the tail come out...and made it turn gray and fuzzy before several more spikes came onto it, making hte creature roar out in pain as it groaned a bit.

"Ha, that hedgehog's DNA has been proven useful after do you think this species has a hidden needle in it's tail? It's for fending against this thing." Skurd said as Ben nods, as he slams down on the insignia, shrinking down before growing out again.

"JETRAY!" Jetray yelled out as he flew into the air. "Hah, bet you got nothing to take me on." The weasel-like creature growled before it shined again, turning into a 20-foot tall, six-limbed crab-like creature with a shrimp's like head with beady red eyes, frilled whisker-like mouths and two large clawed hands and a curled shell on it's back, the Nemetrix insignia on its right arm.

Near by, Khyber smirked a bit as Cooper aimed a blaster at him. "Khyber, stand down." Cooper said as Khyber growled, looking over his shoulder to see the two Plumbers.

"This is not our concern...nor is it the rest of you annoyances." Khyber growled as Rook glared daggers at him, as Khyber got his knife out. "This is between me and Tennyson. Apprentice, blast them to charcoal."

"Kinda Busy!" said Orianus on the other end as Khyber looked up to see a blue fireball fighting against a flying Julie. Khyber sneered before charging at the two, Cooper getting a sort of exosuit active before going at him.

The giant crab roared out as it turned towards Ben, knocking the sleighbell away as the crowd, who was trying to hide, ran away. The heckler kid trying to run as well, but trips in its path. "Ah crud!" Jetray said as he zoomed down and swiped the kid, moving him out of harm's way. "Trust me kid, you maybe a tad annoying, but you don't deserve THAT."

Gwen glared at this as she says, "Down crabby." She then created a set of mana chains to make a leash for it, the crab opening a claw up before firing it towards her and Kevin, sending them back with a blast of air.

"Ugh...concussive wind bursts? Really?" asked Kevin with annoyance as he got up, Jetray setting up as he looks at Skurd.

"Okay..we need to clog up that thing's claw." He said as Skurd nods as he shot out a blast of slime, with it going around it's claw. "Heh, Goop's slime. Nice and sticky." He nods to Skurd, who nods back as he slams down onto the Omnitrix before it turned into…

"Razor!" said Razor as he came out, his claws out as Skurd formed around him to gain black and yellow accents. He then fired it out as Skurd's eyes shined a bit to manipulate tem, making them fly around and stab at it, making it roar out as it staggered into the streets before crashing down through it, making it unable to get up.

"Got it on the ropes now." Gwen said as she formed more chains around it as it glowed red, before a sizzling sound is heard as red tipped tentacles came out, stabbing into the ground to cause more heat..

"That's never good…" Kevin said nervously as they looked up, feeling strong heat as forming before them was a gigantic, amber gelatinous blob with 8 tentacle-like limbs and 7 red eyes floating around the long head with the Nemetrix collar around it's 'neck'. It's body gave off a strong amount of heat

"A Smeltor...definitely don't remember getting THAT…" Skurd said in shock as it melted the asphalt as it reached over, burning some of the wood. He then pressed down on the communicator part of the Omnitrix and says, "Mr. Blonko...can you PLEASE get Khyber to SHUT his whistle holes?!"

Rook grunts as he was near by, ducking around a kick from Khyber as he says, "He's not whistling!"

"What?! Then how is it switching at wi-th regulator…" Razor said, now realizing something. "The piece of the Omnitrix Psychobos stole! He's using it to figure out which alien I'm gonna use!"

"Well, turn into something else! It's gonna destroy the city if we don't get it out of here!" said Gwen as Razor nods, firing out spikes at it as it just dissolved into it, drawing it's attention to Ben.

"Yohoo! Big melty blob thing! Tasty metal man over here!" Ben said as he saw Julie and Arthur flying around with Orianus...and got an idea And fired a shard towards Orianus as it followed after it and sent a tentacle up towards it.

Julie fired at him, making him grunt a bit as Orianus saw the tentacle and flew around it, whistling a bit to make it back up. "Good mutt." Orianus said as he glared at Julie and Arthur, who got ready as they aimed their blasters at him.

Razor scowled at this as he says, "Gotta cool this thing off…" He slammed down as he turned into Water Hazard and blasted water at it, making it roar out as a thick cloud of steam came out...only for a red flash as the large snail-like creature jumped at him and tangled around him; a familiar snail-like creature with small tusks. "OH COME ON! THE SNAIL FROM PAKMAR'S ZOO!?"

"...Did I forget to mention that Tuskgrapods are Water Hazard's predator?" Skurd asked, turning into a pair of Bloxx's arms to keep the mouth open away from Ben's head.

"Oh NOW you tell me!?" Water Hazard said as he slammed down, turning into Terraspin and spinning around, making it let go before he saw the Bell rolling still. "Okay...that's got to stop…"

"I got it." Gwen said as she aims a blue-violet aura towards the still rolling bell. "Tardis Motis!" the bell began to slow down to a harmless crawl as Water Hazard grunts as he tries to keep the mouth open.

"Drink up!" said Water Hazard as he blasted water into it's mouth, making it let go as it coughs the water up, growling in annoyance. Water Hazard then slammed down, turning into Terraspin as he glares at this...only for the creature to turn into a giant wolf-like beast with six legs, large dark brown horn-like spikes with holes where the tips would be, shaggy golden brown fur, dark red eyes with slitted pupils and white corneas and razor sharp teeth, howling at this with the Nemetrix glowing on the middle right leg..

"...How many times did you go to the Andromeda Galaxy?!" Julie yelled from above, looking baffled at this. "I mean, come on! THREE Andromeda predators!?" Ship beeped in agreement as Kevin looked shocked at the size of it...as Skurd just got a flat look.

"...Ah yes, Howlercane...I believe I told you about him." said SKurd as Terraspin nods, glaring at this as Gwen powered up a spell.

"TURBO!" said Gwen as Terraspin spun his wind blast out, but the wind went towards the It then blew out a blast of wind at them, as Gwen grunts as she used the Turbo spell to counter against it.

"WHY do you think it's Terraspin's Predator!? It absorbs the air it shoots out!" Skurd said in clear annoyance as Kevin came out over as the large dog growled at him as Kevin galred it down.

"Okay, you need to heel!" said Kevin, annoyed as his eyes flashed for a second as he had absorbed some energy...as the large canine tilted its head at Kevin's tone curiously before Terraspin spun towards it, smacking it in the head as it growled in annoyance before Ben slammed down again, turning into a familiar green mass.

"Wildvine!" He said as he wrapped around it as he stretched out and hung onto some buildings. "What? Didn't know Bellwood had leash laws?" He asked with a small smirk.

"Heh, nice one Tennyson! Wildvine's a plant! Those things don't got predators." Kevin said with a smirk...only for it to glow red again as he just got a flat look. "Not one word…"

"Wasn't gonna say anything!" Cooper said in the background, using his robotic suit's arm to put Khyber in a headlock back in the fair, before he was flipped off. Wrapping around it was now a large, insectoid creature with razor sharp mandibles, red eyes and a large set of bladed arms and six thick legs, with a thick shell around it's dragonfly-like wings. It's body dark green in color and had the Nemetrix mark on it's neck, roaring out as it slashed through the vines. Skurd and Wildvine yelled out as they hit the ground as a torso and head, as Skurd groaned a bit.

"Okay...I need to calm this thing down...any of these predators could do a LOT of damage…" Wildvine said with a groan as Gwen zapped forth energy as Kevin tossed a car at it, but it just slashed through it with ease. The giant insect roars out as Wildvine was regrowing cut off limbs as he rubbed his head.

"Try one of your brand new aliens! I doubt he's got anything for them! Psychobos and him never saw them." Skurd said as Wildvine did a facepalm, groaning a bit.

"Why didn't I think of that? Okay...and I know the one that can give this thing a nap." said Wildvine as he slapped down on his insignia...turning into a familiar pixie-looking alien.

"Pesky Dust!" the fairy-looking alien chirped with a smirk as he flew over, sprinkling dust down at it. "Don't breathe this in, guys. It'll knock you right out." Khyber looked up at this, growling in rage.

"A Nemuina...I knew those accursed bugs would be in the Omnitrix…" He chuckled as he says, "Luckily...I had gotten ready for it." Suddenly there was a suction noise as Pesky Dust, Kevin and Gwen saw a smaller predator sucking up the dust.

"...OH YOU GOT TO BE KIDDING ME!" Pesky Dust, Kevin, Gwen and Skurd all yelled in annoyance as they saw a labrador-sized creature with a long trunk-like snout with four small tusks, cat-like ears on it's head and tiger-esque claws on it's front legs and hooved back legs, with black fur around its lower body and tail with a dark orange upper body and black striped head, forelegs and mid-back, with orange stripes on the black fur, its eyes glowing red with white around it.

"WAit...why would you put that predator in when you didn't even SEE this alien?" asked Cooper, doubting he was there during the prison riot, the last time he ever saw Ben using that alien.

"I just really hate Nemuinas. Too bright and annoying." said Khyber, tossing him into Rook as he jumped over him.

"A Baku…?" asked Julie, now confused at the creature's appearance as Arthur and Orianus paused to look at her oddly. "...my Grandma gave me a statue of one when I was 5. It's apparently meant to take away nightmares."

"Oh, I did not know that." said Arthur, now curious as the creature fired out red shards that gave off an odd aura. Kevin, Pesky dust and Gwen all groaned under it's effects as they began to doze off. The creature growled, as it glared at this.

"Back off...Dreameater." Skurd said as he gave Pesky Dust a pair of headphones and the Echo-Echo blaster before he gave off a faint whistle, which thanks to the echo echo thing created a small sonic shirek that made it back up with a cringe as Ship beeped loudly too, same with Khyber to cringe.

The crystals shattered from the intensity of the noise as Gwen groaned at this. "UGh...come on...let's get moving." Gwen said as Pesky Dust nods, flying off as he looks at it. Kevin and Gwen got into his car and drove under Pesky Dust, who was keeping to the air as the creature followed.

"Hey Fido, this way!" said Pesky Dust as the three ran away, the creature growling as it chased after them. "I'll need a faster flier...and I Got one that's VERY unlikely for even Khyber to get…" He then slammed down, turning into a familiar black and light blue spectral creature.

"Big Chill!" said Big Chill as he appeared, Skurd shivering slightly at this as the creature growled a bit before it glowed and flew up into the air, shocking Big Chill and Gwen alike as it turned into a large creature.

"No way...so that's what happened…" Gwen said with a frown because, in front of Big Chill who was covering his eyes the best he could was a large, bus-sized insectoid with razor-sharp teeth, long antenna-like extensions on it's head, a thick coat of white fur and six limbs. The creature roared out as it flew after Ben, who quickly flew around to avoid it.

"Wait, what happened?" asked Kevin as Gwen groaned at this, rubbing her head, as if repressing some negative memories that caused her aura to shift from blue-violet to a shinier shade of pink to show her anger.

"It's that stupid Mechamorph again…" Gwen groaned as Kevin now looked even more confused as she sighed, calming down. "It was back when Ben and I were 11...we were visiting Mount Rushmore to see something at the Plumber base there with Grandpa Max. This was before Ben quit being a hero…"

(Flashback…)

(Mount. Rushmore. 5 years ago)

The Rust Bucket came off of the back roads towards the mountain, an 11 year old Gwen in the back on her new smartphone as Ben looked outside. "Man, those heads look so real…"

"Yeah, since someone blew it up." Gwen pointed out as Ben scowled at her, Max just giving a sigh at this.

"Hey, the Forever King tried to take the sub energy, I didn't try to blast it." Ben said as Max looked back at the two. He was clad in a dark gray jumpsuit with black gloves and boots with a red circle on the right side.

"Easy kids. I want you both to be on your best behavior. Since that incident with the Retaliator and now that Malware character, Xylene wanted to see us at Mount. Rushmore." Max said as they went up a ramp inside of the mountain and into a parking lot filled with various vehicles.

The three went out of the car, meeting up with a member of Ceremander's race, but female with longer tentacles on her head, violet eyes and wearing a clearly new uniform: a white armored suit with a black jumpsuit under it. She smiled softly as she walked over.

"Hello Max, Kids. I'm hoping you've all been doing okay." Xylene said with a smile as she and Max shared a friendly hug before leading the three down the hall. They then came to a large conference room full of humans and other life forms dressed in similar armor.

"Whoa...so the Plumbers are back." Ben said as he looked at Max, "Hey, how come they're dressed differently?" Max then looked at his own uniform and chuckled sheepishly as Xylene cleared her throat.

"After Vilgax was defeated 30-plus years ago, the Plumbers became intergalactic but the Earth branch of the interstellar staff was mostly downsized." Xylene explained. "There are other branches of Plumbers though on Earth, but those guys haven't been willing to work with us in a long time. These uniforms are of the intergalactic branch, Max's was from when the Plumbers dealt with all kinds of oddities, but the uniforms diverged when he retired."

"Really? What are they like?" Gwen asked as Max just chuckled, patting her head. She groaned a bit, feeling a bit embarrassed with that with other people in the room.

"All in good time." Max said, as the other Plumbers noticed him as they all got up and gave a salute, surprising the kids but mostly embarrassing Max.

"Magister Xylene, you forgot to tell us Magister Tennyson is returning after...well, ya know." A red haired young man said as Max gave a sheepish salute.

"Magister Tennyson is still on leave. And…" She then whispers, "I rather not bring up that incident around the children." The man nods, taking his papers and heading off. The kids looked confused, looking at Max at this.

"I did some late couple year stuff with the Plumbers before I retired. Helping cadets and stuff before I turned in the badge." Max said as he motions them along.

"What's that word he used for you two…'Magister'?" Ben asked as Xylene just pats his head.

"That's not important right Joe. Come on." Xylene said, motioning them to a holding cell on base before handing out visors before putting her own on. The four walked inside, seeing a large insectoid creature laid in an icy cage, it's patterned wings fluffing up slightly.

"That is an ugly bug…" Gwen said in disgust as Ben just marveled at it.

"This is a Psycholeopterran, a very dangerous life form from the planet Kylmyys. We got him from some smugglers, so we're just letting it rest." Xylene said as Max chuckles a bit.

"Take a good look. They're almost extinct, and anyone on the black market wants one." Max explained as Gwen didn't look convinced.

"Why Would they want that thing? And why are we wearing this visor?" Gwen asked as the giant insect began to flap its wings quickly, the wings making shapes as it did so.

"To hide your gross face?" Ben joked as the two stuck their tongues out. Ben then took off the visor before turning at it, his eyes widening as he caught the wings' pattern.

"The visors protect us from its wings. The patterns can create a hallucination that goes for the pleasure centers of the brain, making you get over indulged on a reward stimulus, specifically extrinsic and intrinsic rewards." Xylene said as she quickly used her telekinesis to put the eye cover back over Ben's eyes. "It's very addictive if kept in captivity."

"Okay, that was...Awesome! I saw everyone cheering for me, and I was seen as the greatest hero ever." Ben said as Gwen rolled her eyes. "And you had to clean up my room, Gwen."

"Dream on, dork." Gwen said with a frown as Max looked curiously at the large bug, who was sizing up Beh like he was his next meal.

"Odd it's paying attention at you, Ben. These things usually hunt aliens that can phase through matter." Max said as Ben looked confused...then concerned.

"You mean like Ghostfreak?" Ben asked as Xylene shook her head.

"Close; Necrofriggians. They're rather docile, if a bit antisocial." Xylene explained as the alarm went off. She got her badge out and asks, "What's going on?"

"Magistra Xylene! We got an intruder in Sector 1! Request back up!" the voice on the other end said as she nods to Max.

"You kids stay here. I'll help them out." Max said as the two ran off, Ben frowning a bit at this. He motion Gwen to follow ,who groaned as they ran after them.

In the main area, Plumbers were firing at an unseen force as it just bounced off of the figure before a red and black tendril grabbed a man and tossed him aside with a roar. "Whoa, what's going on in here?" Ben asked as Gwen looked around in concern.

"Big trouble when Grandpa Max sees us…" Gwen said as she looked and gasped in shock when she saw who was attacking; Malware. The corrupted Mechamorph laughed evilly as he picked up a downed blaster and absorbed it, integrating it with his arm as he fired a blast of energy towards the Plumbers.

"Malware? I thought I knocked him into the sky." Ben said in shock as he got the Omnitrix active. "Better make sure he can't hurt anyone…" Gwen nods as her aura shined a bit, turning a glowing violet.

"Forcis Nebula!" said Gwen as a barrier went around the plumbers, confusing them as Xylene scowled at this as she sent a telekinetic burst of energy towards Malware, making him grunt in pain as a green light filled the area, as mummy gauze flew around and grabbed Plumbers away..

"Heh, can't keep up with Benmummy, eh?" Asked the younger version of the alien known as Underwraps with a smirk as Malware growled in annoyance as he fired at him.

"That name is VERY lame, Ben!" Gwen said as Max looked around and saw a large cannon on display and nods to Xylene, who nods back as she got ready.

"Gwen, when I give the signal, immobilize it." Xylene said via mind link, as Gwen looked confused at that. But then she realized what she meant and nods, getting ready at this.

"Ben Tennyson...do you always wish to be an annoyance?" Malware asked, growling in annoyance before stretching his arm out and grabbed BenMummy, slamming him around before tossing him into a wall, making him grunt at this.

"What can I say, I get around." said BenMummy, speeding ahead as he spun around MAlware, tying himself with his own arm before he absorbed it into himself.

"Now!" said Xylene as her eyes glowed, making an aura go around Malware as he roared out in annoyance as Gwen's hands shined as she sent out a burst of energy towards him and wrapped it around him.

Max grunts as he aims the cannon and fires it out as Benmummy stopped, watching as the energy blast hit him. He yelled out in pain as he began to fall apart before he flew up, turning into bits of liquid metal all over the room. "Gross…" said Benmummy as he turned back to normal. "Alright Team Tennyson!"

Gwen and Ben high fived as Gwen asks, "What the heck is that cannon?" Max looks at it and nods a bit as he set it back up.

"It's a Tachyon Cannon, a weapon of last resort. It can break down a life form to it's molecular level. That's what it did to Malware." said Max, shaking his head. "A waste, really…"

"I wouldn't say that…" said a faint but sinister voice as it filled the room. Various bits of technology began to rip apart form the walls, computer consoles and many others as it began to form into large spheres before they coiled around the cannon.

"Oh no…" Xylene said in horror as Max got in front of Ben and Gwen, who watched as the cannon got turned into an arm as a sinister laugh is filling the room.

"My, my...what an interesting weapon. Too bad it had little effect on my genetic code…" said the voice, sounding like a mix between a serpent's hiss and a automated voice. Standing before them was Malware in his newly formed state; a feral, dragon-like form with red circuit-like markings covering his body and a stylized blaster for a right arm and razor-sharp metallic claws on his other hand, with bits of wires and metal spikes coming out of his body, and a single red, circle eye and a mouth with yellowish energy on the inside, along with gargoyle-esque wings on his back that took the form of what appeared to be a Jetpack.

Gwen looked scared at the sight of him as Xylene put a hand up, frowning at this. "Do not do this, Malware...a human has a connected genetic marker...if you hit them, it'd kill every human within a few hundred miles."

"A bonus if you ask me...goodbye, Tennyson's." Malware growled as Ben saw the Omnitrix shined green again.

"Not if I can help it." Ben said as he slammed down on the Omnitrix as Malware fired...only to get blocked by Feedback, who grunts at this as he absorbed the energy blast with a grunt, his tentacled head and energy cuff fingertips absorbing the energy with his eye shining a bit. "Try some Feedback, freak!" He then fired the blast forward, making Malware grunt as he slinked around it. Unknown to them, however, a masked figure was sneaking towards the back.

"GAAAH!" Malware roared as he charged at Feedback, slamming him into the ground before Feedback sent an electric kick into his stomach, making Malware roar out as is stomach had singe marks from the kick. He growled before grabbing his arm and powering up another blast, but Feedback got ready to absorb it as the two energy began to clash against each other, both eyes shining. "Insolent BRAT!"

"You...also something bad…" said Feedback as he noticed some plug ins near by and smirked as his tendrils came to them and hooked up, powering him up. "But what's this? Tennyson is getting the winning move once again! He's in for the final blow!" He then fired the blast forward, sending Malware flying ack. "Hah, how'd you like that!" He said, his eye still shining with energy as his body was coated with energy.

Xylene saw this and looked at Max with concern...mostly with the grin Ben was having while in that form. MAlware just chuckled as he says, "I wouldn't mind just draining you to a shell, boy...but I got what I came for. Goodbye for now, Tennyson…" His wings then unfurled and blasted off, blasting the ceiling when he did.

"Ah man...I was ready to blast him to atoms." said Feedback, his tone showing some annoyance as the energy died down, but the glow in his eye didn't as he looked at his hand, smirking a bit at the feeling. The Omnitrix insignia beeped however and turned Ben back to normal, making him frown a bit.

"What did he mean he got what he came for? The big alien gun?" Gwen asked as Max shook his head, not convinced.

"There are easier ways to get that weapon...wait…" Max and Xylene looked at each other and went back to the back room on the security camera, seeing the large insect still safe, just tired. "Phew...still here…"

"But it looks tired…" said Xylene, frowning a bit. "Someone was there...but didn't steal it? Why?" Max shrugs as Gwen looked at Ben, who was looking at the Omnitrix with a small smirk on his face that made her feel...a tad uneasy.

(Present Day)

"And after that, I noticed Ben acting a little...different. He kept using that alien, Feedback, after that. But...lets just say that I rather not go into what happened to that…" Gwen said with a sigh as Kevin looked at her confused.

"Wait...so this thing gave him an energy fix? That sounds like what happens to me; any energy absorber can get addicted to a high amount of power. If you don't keep it in check though...it can be self destructive...how come I never saw it then?" asked Kevin, confused.

Gwen sighed as she says, "You've been with us for a couple of years now..I guess I can trust you with this." She cleared her throat, as if to get something off of her chest…

Meanwhile, up in the air, Big Chill was flying around as he says, "This doesn't make sense...why would Khyber steal that bug's DNA for Malware? And for the past 5 years or so? And where's Khyber? Wouldn't he want to be the one who takes me out?It makes no sense…"

"Less talky, more flying!" said Skurd as he flormed over him and fired out a barrage of diamonds from Diamondhead's DNA but the creature only flew around. Big Chill noticed a tall, golden building and phased through it.

"Hah, splat like a bug on a windshield." said Big Chill with a smirk, but then saw the large insect fly through. "Duh, of course Hypnotick could do that." Big Chill as it began to beat it's wings to make it gain an odd pattern. "It's my...natural...predator…"

"Uh...Ben?" Skurd asked as he saw Big Chill was out of it. "Ben. BEN!" He said, trying to wake him out of the daze.

Inside of Ben's mind, Ben woke up on a stage with the people of Bellwood and Undertown together, all cheering for him as he looked around and saw a sign that read; Ben 10, Hero of Heroes.

Ben then looked around and saw Julie smiling at him with Ship over her shoulder with the others, a ring noticeable on here finger as well as seeing other people that Ben had seen; a teenage version of his old crush Kai Green cheering, a young woman with a hispanic skin tone known as Elena Validus, 100% cured of her affiliation, a tanned young man with spikes on his body by the Plumber Helpers and many others.

Ben chuckled a bit as he says, "Uh...thank you. Glad I can help…" He looked around, a frown forming as he shook his head. "Wait...what am I doing…? This...isn't real…" The crowd slowed down, confused.

Big Chill groaned as he gripped his head at this. "I am...not in this to just be some celebrity…" Skurd looked at this and put this on speaker for anyone within range of the badge to hear, including Khyber and Orianus. "I became a hero...to help people...not get crowds to like me...yeah I got selfish moments, but I know the real weight of this…its' not about me...it's about helping others...I gave up the power to change the world as I saw it because I knew it wasn't the right thing to do."

Julie heard this and smiled a bit on her end as she says, "Well said, Ben…" She glared at Orianus, who was unimpressed about Ben's speech.

Ben landed on the ground and turned back to normal, but the large insect just softly growled. "Okay, you gonna fight for real or just waste...my...time…" He frowned as he pressed a button on his omnitrix. "Guys, I think they're just distracting us."

Over the fair grounds, Julie heard this as Orianus smirked a bit. "Guilty as charged. See ya, girly." He then took off into the air, laughing a bit as Khyber looked up, smirking.

"You may want to look at your plumber craft…" Khyber said, rubbing his sore chin as he got his knife from the ground, walking off. "We'll finish this...another time."

"Why would you tell us what you want?" asked Rook with a frown, as Cooper got ready for anything fishy.

"I have my reasons." Khyber said as he whistled loudly, summoning his pet back to him. Rook nods as he got the signal up.

"Ben, it is my truck! Cooper, Julie, Arthur and I will help anyone who needs it, you four get it!" said Rook, as Ben gave an affirmative.

Ben then slammed down on the Omnitrix, turning into Heatblast as he took off into the air, flying past the insect as Kevin's Car did a U-turn back to the fairgrounds at top speed. The car stopped in front of the Proto-Truk as Ben landed, turning back to normal as he and Gwen ran ahead of Kevin as the two opened the door...only to go wide eyed in horror at who was there.

"No way...it's...impossible…" Gwen said in shock as the two backed up only for a sinister chuckle to fill the air as the door was opened, revealing Malware, his appearance the same monstrous form it's been since they last saw him.

"Impossible? Heh...you should know I'm very resourceful." Malware said as Ben backed up, fear clear on his face as Kevin noticed this, as did Skurd, who hasn't seen Ben show any fear in a long time.

"So that's Malware?" asked Kevin, looking at Ben at this as Ben gave a look to Gwen.

"You told him about that?!" asked Ben as Gwen put a hand up at this, defensive as Kevin frowned at this.

"Hey, I wanted I asked what this guy was about...but don't worry, I won't say anything to anyone else. Lets just take this freak out." Kevin said, glaring at it as it just chuckled a bit.

"Oh, so you are Kevin 11...not as impressive as I thought." Malware said with a small growl. "But don't follow me, Benjamin...you know what I can do." He walked over, only to nearly get hit by a blast of mana.

"Back off, you pile of liquid scrap." said Gwen as her eyes glowed dark pink in rage as Malware chuckled a bit.

"Now-now, my dear... don't get too angry now. I know you have trouble controlling your anodite form if you let your emotions take over." Malware said with a chuckle as Gwen glared at this.

"Ben!" said a voice as Julie flew over in Ship's armor with Rook, Cooper and Arthur following close behind only to stop and looked in shock at the sight of the Mechamorph, Ship giving off a nervous beep.

Malware then flew off as Ben looks at the others, "Look inside. He took something. Gwen, Kevin. With me...we're taking him down. Once and for all." Ben said as Gwen nods, KEvin grabbing a car's battery and charging up, nodding to Ben and Gwen as they followed after him, Ben slamming down on the Omnitrix…

In the air, Malware was pressing some buttons on his wrist before he yelled out in pain as he got hit by something. He turned to see Kevin with metallic armor with sparking energy forming around him as he gripped the asphalt, the armor adding on instead of replacing it to make a sort of bulkier armor as he glared ahead.

"I thought I told you to not follow me." Malware hissed in anger before he yelled out as he got hit by energy, looking up to see Ben as Chromastone and Gwen at the ready.

"Never was good at listening." Chromastone said with a glare as Malware fired a blast of energy at him, which he just absorbed before firing it back in a prism fashion. He took off and flew around him as he fired more energy down at him.

Malware growled at this, before noticing Gwen was powering up a spell as he smirked a bit as he fired out the laser towards Gwen. "Gwen, look out!" Kevin said in shock as Gwen put her hands up to defend herself...as a blue fire formed and formed around, the energy dissipating as it began to form a rocky armor over it, making it glow more of a white color as it glared ahead with a pair of white eyes forming from the 'head' on it and a few cracks on it, including one that looks like a cat insignia on Gwen's Lucky Girl outfit.

"Whoa…" Gwen said, shocked as the golem looked at Gwen curiously as she says, "Uh...think you can help us?" The creature nods as it turned to MAlware and shot out the flames at him, with Gwen and Kevin backing it up with their own energy attacks as Ben powered up another burst as Skurd powered up several electrical pulses from one of Ben's other aliens, increasing his energy.

Malware liquefied himself to get around the blasts and saw a bus arriving...and slashed at a nearby fuel car's wheels, causing it to tumble. "Your choice, heroes...me, or the civilians down there."

Chromastone scowled as he says, "Coward…" He then flew down quickly, with Kevin and Gwen. The golem grabbed at the tanker and grunts as it tried to slow it down. The bus Driver, seeing this, panicked and tried to turn, but Lucky Girl teleported into it and looks up.

"Hang on!" said Gwen as Kevin and Chromastone both came in and caught the front of the fuel truck as Gwen slowed down the bus, stopping both as they all groaned at this. "Everyone okay?" The crowd all nods as Gwen got out through the back as she panted a bit, looking at the golem as she noticed her keystone was shining a bit. The creature then nods before it shrunk down, turning into a chess piece sized miniature statue, which she picked up curiously. She, Ben and Kevin looked to where Malware was, all frowning.

(Later…)

After hte excitement and fixing up the area, Ben's group sat at a table near a food stall as Arthur set down the orders. "Let's see...Chili fries and colas for Ben and Julie, a triple cheese burger and root beer for Kevin, A chicken caesar salad and iced tea for Gwendolyn, a fruit blend for Rook, a large pepperoni and mushroom 'slice' and cherry cola for Cooper, and some funnel cakes for myself." said Arthur, setting down the food for them in his casual attire.

"Man, I thought this wouldn't be an insanity place…" Eddy sighed, sipping some coffee as Ben pats his shoulder.

"Don't worry, we got the bell back in place and helped fix up the fair. I'll even do more of that dunk tank if it helps." Ben said as Eddy nods, giving a chuckle at this.

"I still can't believe that this 'Malware' returned...he broke most of my truck, mostly the computers part." said Rook as Gwen sighed at this, picking at her salad with her fork.

"Just be glad he didn't turn it into dust…" Gwen said, looking at Ben with some concern as Ben looks at them.

"Let us just hope he won't come back anytime soon…" said Skurd, scowling at this time as he crossed his tendrils. "Almost can't believe I ended up helping that nutcase…"

"You did say you never saw him. And given you were surprised when you saw him, I believe that." Kevin said, taking a bite of his sandwich. "But we need to be on high alert. That guy is clearly insane."

"You don't know the half of it." Ben said with a sigh as he heard a cough as he turned and saw the heckling kid with his dad, the older man motioning him over.

"Hey, uh...look, I'm sorry about earlier. I was kind of a jerk but you saved me anyway. So...ya know...thanks." said the kid as Ben just ruffled his head, smiling a bit.

"Don't worry about it." Ben reassured as Julie smiled at this, Ship resting on her lap as she looked at her badge, rubbing her chin in some thought.

Unknown to them however, Khyber was looking at the group and nods, smirking a bit as he looked at his device and moved on.

End of Episode 7

Welp, I hope you all enjoyed this! I woudl like to thank my friends Wildgun-Edge, Zigwolf, Kevfilms, Darinas, Story's Blade and everyone else involved with the planning stages. Here's the bios for the new predators:

Howlercane: created by Zigwolf, it's a Cyclonine that was meant to be an alien for Ben in his take of Ben 10, but he gave me permission to use it as a predator for Terraspin, updating it slightly to be a more feral alien than a sentient one.

Smeltor: created by Kevfilms, it's the predator for the OC alien he created; Razor. It's a living pile of magma.

Now for mine:

Snailbreaker (Water hazard's Predator. Concept by Story's Blade): Turns a large mollusk-like beast with tusks coming out of the front of it's mouth and four eye stalks and dark green body with a thick shell. It's powers include corrosive acid that can break down shells or other bio-organic minerals, razor sharp teeth that can break through hard material.(Really called Tuskgrapod)

Pystalkrab (Jetray's Predator): A large, 20-foot tall, six-limbed crab-like creature with a shrimp's like head with beady red eyes, frilled whisker-like mouths and two large clawed hands and a curled shell on it's back, the Nemetrix insignia on it's right arm. Can shot out pressurized bursts of air or water (depending on what is sucked into it's pistol-like claw) and can be immune to nerushocks from energy attacks, thanks to it's thick armor.

Colydasel (Chamalien's Predator): A large, weasel-like monster with strange prism-like eyes, feather-like dark brown fur and a cream underbelly and having razor-sharp teeth and claws. It can see things differently than most creatures, seeing the light spectrum in various colors and anything that can reflect light into a sort of rainbow colors, making any form of camouflage useless against it.

Dreameater (Pesky Dust Predator) A labador-sized creature with a long trunk-like snout with four small tusks, cat-like ears on it's head and tiger-esque claws on it's front legs and hooved back legs, with black fur around it's lower body and tail with a dark orange upper body and black striped head, forelegs and mid-back, with orange stripes on the black fur, its eyes glowing red with white around it. This creature is immune to sleep-inducing particles and can create it's own via crystals that it can shoot out of it's nose to lull prey to sleep and is willing to suck away energy akin to an Osmosion.

Sicklocust (Wildvine Predator): a large, insectoid creature with razor sharp mandibles, red eyes and a large set of bladed arms and six thick legs. It's body dark green in color and had the Nemetrix mark on it's neck. Has razor sharp blades that can cut through most materials

In all, this one is meant to give a thing for things to come. Next time is an original episode more around the Plumbers of this series while trying to come against a return of a rather...one-note bad guy that I like to update. Please Read, Review and Suggest away!


	8. Unclogging Conspiracies

Okay, time for an original episode this time around. This one focuses closer to the results of the last episode. I do not own Ben 10 as a series, but I have my own ideas with how Omniverse could have been. I hope you all enjoy!

Unclogging Conspiracies

(Bellwood, USA. Plumbers HQ. April 25th, 10:23)

It was a few days since the incident at the Olde Bellwoods Day Festival and the Plumbers were in a very big red zone, especially with many people being all over the place at the HQ, trying to get it set up.

But elsewhere, in a training area, Julie panted a bit as she was currently training with a older girl, around her mid-20s by now, as she ducked around. "Come on, Yamamoto. My grandma fights better." The woman had short brown hair with a long bang on the right side and wearing a red t-shirt and a pair of black pants.

"Given that I'm sure your grandma was in the Plumbers, I don't doubt it." Julie said with a few pants. "Come on, Molly! I don't have time for this! Ben's on the streets right now on patrol and I'm stuck here with basic comba-GAH!" She was then tripped up, making her groan a bit.

"Look, someone from the Galactic High Council, not to mention representatives from the other two branches of the Plumbers, are coming down to our HQ and we need to not look like a bunch of jelly-limbed wimps." Molly said, crossing her arms. "So come on. Lets try that again." Near by, a insectoid alien wearing armor sighed a bit as he went off, his yellow eyes looking around curiously.

"Let's see...ugh, this would be so much easier if Branigan wasn't in the medical bay after that blaster accident." He said as he walked towards an area of the base with interrogations going on. Any and all alien in their custody was in the middle of interrogations. The alien stood by Tack as he gave a nod.

"Hey Hobble, you got the reports?" asked Tack as Hobble nods, giving it to his fellow Alpha Squad mate as they looked in the room ahead of them...which had Hulka in front of a figure making Hobble look nervous.

"Wait...isn't that...?" Hobble asked as the light went over the figure, revealing himself to be an imposing giant with dark blue skin and dark red eyes, wearing a gray attire with scars on his body. "Trukk? Wasn't he supposed to be in the Null Void?"

"I guess you are right on that..you were part of the squad who took him in...he's here for interrogations." said Tack as he watched carefully.

"Look here, red-spot. I've been doing my time...especially since you busted that jerk who was using me for slave labor. So I'm willin' to cooperate." said the giant, growling towards Jerry, who was rubbing his chin as he was rubbing his paws on something akin to braille.

"And I appreciate that, Trukk. You're a model prisoner after your time in the hospital and your rehabilitation has been doing good...but I see here that you were a poacher, yes?"asked Jerry as Trukk just grunts.

"Yeah, I poached some game in the past. That's how I got busted, so?" Asked Trukk as Jerry looks up at him at this time.

"So you could know this man?" Jerry asked as he showed a picture of Khyber. "He's known as 'Khyber the Huntsman', a well known bounty hunter, poacher and all around serial killer. You know about him?"

Trukk took the picture and looked it over and growls a bit. "I only met him once...it was years ago though, I have no idea what he's been up too these days. All I can say is this; be careful. I don't think he's got your kind's whiskers on display yet. Could make a nice scarf out of it."

Jerry nods as Hobble looked around, seeing other rooms with other criminals being interrogated by high-ranking members. Max, for example, was dealing with a giant thug-looking Pyronite, who was growling a bit.

"Calm down, Mr. 'Bonfyre', I just need to know about how your boss operated and why he hasn't tried to get you guys back in so long." said Max as Bonfyre just rolled his eyes as he looked at Max, as in another Parry Vreedle was growling at Patelliday, who looked at Rhomboid at this.

"Now Parry, come on now. Don't go insultin' the Magister's mama. I'm sure she is a very pretty fish-lady." Boid said as he gave an apologetic look to the Magister. "Sorry 'bout that, Parry is a might cranky 'bout being locked up."

Tack groaned at this as he says, "Ben better be having more fun than we are..." Hobble nods, as they watched this all turn out before Tack looked to see Octagon whispering to Fistina. "No Octagon, you can't bribe the prisoners!"

"Busted." Fistina said flatly at this, crossing her arms at this as Octagon just gave a small shrug. Tack just sighed, unaware of one of the cells watching him carefully as four red eyes narrowed darkly.

(Mid-town Bellwood. 10:54.)

In the middle of Bellwood, Ben ducked around a blast from a blaster as he and Rook were fighting against a large, red humanoid with a large mouth on his abdomen which had black lips and thick teeth, fairly large palms with thick muscular arms, four yellow bulbs shining on his arm, red feet with dinosaur-like feet and a small head with a black protective layer on it with dark yellow eyes, as well as a fairly long red tail. "So who is this guy again?" Ben asked as Rook checked his badge.

"He is Mot Snikrep, a member of the Makuyama race of aliens...powerful aliens with great strength." Rook said with a scowl as Ben frowned as the giant roared out at this time, hoisting up a large cannon on his arm.

"Come on, redspots. I got places ta be." Mot said, as he fired the blast at the two as Skurd groaned a bit, rolling his eyes at this time.

"Well, this one surely has no manners at all. Alright my boy, which alien shall we use to teach this ruffian a lesson?" asked Skurd as Ben looked through and slammed down, as a bright shining light came out as Mot and Rook raised their arms.

"RATH!" Rath roared out, taking form but something was...noticeably different about him; For one thing, he was now attired in a black sleeveless jumpsuit with a white stripes akin to his tiger stripes, and his Omnitrix insignia put onto his chest but with straps akin to striped linings with black gloves with his claw coming out of the top and white boots, as well as a black mask covering his head with eye holes to let his eyebrows out.

"Aren't you glad I finally gave you clothes for this form. It was rather...obscene to see that." said Skurd said as Rath just rolled his eyes as he nods to Rook, who nods back.

"ALRIGHT! Let me tell you somethin', Mot Snip-I mean Snir-WHATEVER Your name is! Rath is gonna take you to pain town with a one way ticket, with a small stop in the bus station of broken ribs!" Rath roared out as he takes a nearby car and tosses it, making Mot duck around as he ran forward, slamming his fist down as it created a small shockwave.

Rook jumped up out of the way and got his Proto-tool into a grappling hook and fires it at his cannon, making it get out of his range. Rath jumped up and stabbed it with his claws, before slashing through it. He glared up as he says, "ORION RIGHT HOOK!" He then sent a punch at his face, making Mot yell out in pain. "SIRIUS BUTTKICKING!" He then grabs his arm and flip him, unaware of his Omnitrix insignia shining faintly. Skurd looked down and shrugs as Mot growled as he tried to get up.

"Wind Sickle Kick!" Rook called out as he sent a kick towards him, sending Mot flying away and into a wall. "It appears that we both gave him the proper amount for the 'ticket to pain town', as you put it." Rath just smirked at that, finding amusement at that. Rook then looked at a small device and tosses it towards him, making Mot get sucked inside. "This works out better, as my Proto-Truk is still being repaired."

Ben turned back to normal as he says, "Sorry about that, man. Come on." He said, getting to his car as they put Mot in the back seat and drove off, heading to the back exit of the Plumber base...only passing a large UFO-like ship as it flew. "What is that?"

"That is some sort of old...Galvan craft? No Galvan's I know of use a ship like that nowadays." Rook explained, the car pulling up as the ship landed near by, allowing a cylinder to be lowered with a light thud. The door beeped a bit before someone walked out; He was a man of average height and weight, with black hair with shaved sides and a pair of purple-lensed glasses and a white coat over a button up black shirt and khakis.

"Ah, the Plumber's HQ...they've really shaped up since using a national monument for their HQ…" said the man, his voice kinda dull-sounding and calm as he saw Magister Hulka and nods. "Hulka, you are looking well."

"Dr. Beeman, good to see you again. I hope your ship is still doing well, since we gave it to ya after the Galvans picked you up back in...when was it? The 80s?" asked Hulka as Beeman nods, Ben and Rook walking up with a curious expression.

"Uh...who's this?" Ben asked as Beeman looked at him oddly, looking him up and down curiously before he nods.

"Ben Tennyson, I presume? Doctor Arthur Beeman, Earth's leading expert on intergalactic lifeforms. I'm the one who gave the Plumbers all the research on the history of Earth's connection with extraterrestrial life forms. No offense." Beeman said to the aliens in the room, who all just shrug, unoffended.

"Uh...hi?" Ben nods as he saw a portal open up, surprising him as he saw a man wearing a cloak walk out, looking around calmly as someone else came out to his shock…"Aunt Vera!?" He asked in shock as he saw his Great-aunt walk out, wearing something different from her usual attire; she wore a light brown jacket with pockets on the chest area over a white shirt and a pair of cargo pants and hiking boots.

"Oh, hey Benny. You doing okay?" Vera asked as she walked over and pinched his cheek a bit, making him cringe a bit.

"Aunt Vera, I'm 17 now. Kinda too old for that." Ben said, rubbing his cheek as Vera just chuckles a bit in amusement. Beeman just raised an eyebrow at this but shrugs it off as he looks at the cloak-wearing man.

"I take it you're her assistant or the head of the Plumbiers?" Beeman asked as the man just nods at this, his necklace shimmering a bit with magical energy.

"Yes, I am both. Doctor Tennyson here is a high-ranking member of the Plumbiers, or 'Iron Workers' as it translates into, since she was 20 years old. She is in semi-retirement yes, but her rank as Head Supervisor is still in effect." The man said, taking off his hood to reveal graying hair and a short goatee on his face, his eyes a startling shade of dark blue. "Professor Albus Guidgen, nice to meet you."

Hulka nods as he says, "Dr. Tennyson, Professor Guidgen, Dr. Beeman. I'll take you to Magister Tennyson. This way when the Magistrata and the other representatives arrive, we're ready." Ben nods as he tosses the orb to Hulka, who catches it. He nods, as he went off.

Ben and Rook went off their way, before something caught Ben's eye...something near the front of them, making him go wide eyed. "Look out!" Said Ben as he slams down, turning into…"Brainstorm!" Brainstorm said as he sends an electro-shock around them before it went onto a mine-like device.

"What in the?" Beeman asked in shock as Brainstorm sent an electromagnetic pulse into it, shorting it out. Brainstorm sighed a bit as Hulka looked at it and scowled.

"...I'll take you there now...there's something I need to look into." Hulka said as they nod, Brainstorm taking the device closer as Skurd looked at it.

"That's a Level 6 Vulcanian Landmine. They use that for mining...but they can also be used as dangerous weapons." SKurd said, as Brainstorm frowned a bit.

"Vulkanus has gone underground since the Techadon incident...so I have many doubts it was him." Brainstorm said, scowling a bit as he turned back into Ben. Julie walked up at this time, saluting the others with a small cringe. "You okay, Jules?"

"Yeah...just kinda sore…" Julie said with a small cringe as Ben walked over and put a hand on her shoulder. "Maybe we can go relax somewhere?" Ben, catching on, smirked a bit as he got some taydens and tossed them to Rook, who caught it with confusion.

"Uh...you go get something from the new vending machines. I'm gonna go help Julie out." Ben said, as Rook thought it over and then realized what he meant, giving a curt nod before leaving. Skurd, reading the room, slicked back into his little home in the Omnitrix.

The two went off, unaware of a figure watching calmly before slinking away to the shadows.

(Later…)

Verdona hummed a bit as she appeared in a portal, appearing in her human form; a woman who was in her early 60s with gray hair tied into a low ponytail, dark violet eyes and wearing a yellow button up shirt, a dark pink bandana around her neck and a pair of khakis with a floral-styled belt. She hummed a bit, as a music player was in her ears. She walked through, humming to a song.

"Hello Mrs. Tennyson." Said Tack, giving her a smile as Verdona, noticing him, gave a wave in response as he rounded a corner...only to go wide eyed as he saw something in the ground. "What the-GAAAAAAH!"

Verdona took out her earbuds as she asks, "Tack?" She then ran over and saw Tack out cold, groaning a bit as his body sparked a bit. She saw a strange device and flicked her wrist, the device floating up into the air with a pink aura. It appeared to be a black cable, sparking with energy as she scowled at this.

A humanoid ape-like Plumber with purple fur and a blue visor over his eyes ran over as he says, "Mrs. Tennyson, what happened?" As he checked Tack and picked him up, a reptilian humanoid with a strange, hollowed out horn on his head. "Bryk, come on, let's get him to the medical bay."

"And takes this to Tech Support. They'll know what this is." Verdona said, levitating the device to Bryk, who took it with a nod as they ran off to get the stretchy-necked alien to med-bay. Verdona scowled as she looked around, her eyes shining pink as she walked around cautiously.

However, during this time, a ship started to come into the docking bay. It was fairly large with a crest that appeared to look like a shield with a white torch on it as a coat of arms, with a circular shape to it with four 'wings' sprouting on the sides. The ship landed before opening a bottom part of it.

Max, Vera and Beeman stood in front of it as Verdona arrived, the ship lowering down 3 floating platforms. Standing in one is an elderly female Galvan with dark amber eyes, a white dress with a black stripe in the middle and a metallic cane in her hand and small bifocal glasses over her frog-like eyes. Floating near her is a dark blue, fairly-muscular Galvanic Mechamorph with a white torso and inner leg area and a dark blue 'eye' with a small line under it. Both of them wore the shield insignia on them in some way; the mechamorph wearing it like a cop's badge and the galvan wearing it like a belt buckle around her waist.

"Hello High Captain Avware, President Zennith." Max said, nodding to the two as they nod back in return. "Is Magistrata with you?" A hiss is heard as the third one came down, as a rather imposing woman came to form as all the Plumbers Present saluted. In front of them was a 6 foot tall green humanoid with an octopus-like head with 'hair' that is styled into a slight spiral of green and brown on each side of her head, wearing a black dress-styled uniform, akin to a formal dress, with gray sleeves and slacks under it and black boots, all with golden rims and a red dot on her chest with a belt with the Galactic Symbol of Peace on it and a three-lined red jeweled crown on her head. Her eyes were large, oval-shaped with black corneas but blue irises.

"May the Five Powers grant you passage, Plumbers." She said, her voice soft but filled with wit and wisdom. She smiled softly to Max and the others and gave a small signal; ring and pinky fingers curled and waving faintly.

"May they grant you passage as well, Magistrata Ca'rien Fiz'r." The Plumbers said at once as Ca'rien looked around curiously.

"High Captain, where is this 'Ben Tennyson'? I wish to meet him." Ca'rien said as she walked off of her podium, the other two following suit as Zennith pressed a button on her cane as a solid light construct formed under her to allow her to float off.

"I do not know, Magistrata." Avware said, analyzing the room as he says, "I believe I found him." He said, walking over to a nearby break room and opening it...making his eye to go flat with a faint look of annoyance at what he came across.

On the break couch was Ben and Julie, currently in the middle of making out with Julie's hair down and Ben's arms around her waist. Avware gave off a small cough to get their attention, making the two quickly get off of each other as Julie smoothed out her uniform and Ben fixing his jacket, the two blushing a bit in embarrassment. "Uh...hi?" Ben said sheepishly as Avware just sighed.

"Adolescent organics...you do know that the Magistrata has arrived, yes?" Avware said as he walked out, Ben and Julie walking out awkwardly as Max just facepalms a bit, groaning a bit as Vera giggled a bit in amusement.

"Ah young love…" Ca'rien said with a tone of nostalgia as Zennith just sighed a bit. Ben saw her and did a double take in shock.

"Wait...Zennith?" Ben asked as Julie looked at him with some confusion. The small alien looked up calmly, as if getting what he was going with and just kept a calm gaze ahead.

"You know her?" asked Beeman, curious as he says, "I'll admit, I met the Madam president when I was taken to Galvan Prime when I was a teenager, but that was years ago…"

"I saw her from a sort of...flashback thing Azmuth showed us." said Ben, as Zennith just nods, looking at the Omnitrix.

"I'm happy that Azmuth has gotten some maturity after all these centuries. Come, we must get this meeting underway." Zennith said as the group nods as she says, "You may join us if you wish, Young Tennyson. The conqueror of Diagno is likely to be needed to talk to with our leaders."

"Wait, you came all this way to get someone else here?" Julie asked, following as well as Ca'rien just chuckled a bit in amusement as she noticed how nervous she was. Verdona just chuckled in agreement, nodding to Ca'rien.

"You have mellowed with age, my dear. I remember when you were one of the sharpest tongues this side of Alnilam." Verdona joked as Ca'rien gave a small smirk.

"And you have not grown up at all since we last saw each other, High Magus Verdona." Ca'rien snarked, Verdona giving a flat look that read 'there it is…' as Julie giggled a bit in amusement, Ship beeping a bit from her wrist as he was in a watch form.

"Do not worry, child. I do not bite." the Magistrata reassured as they went to a large room, as she took out a small star-shaped crystal with five points to it. She set it in the middle of the room with what appeared to be telekinesis.

Ben raised an eyebrow as he saw Professor Guidan walk into the room with Rook, as Skurd came out of the Omnitrix. The door closed behind them as they all nod. Avware did a quick check on security as he turned off any cameras in the room. "Okay, I got us online. Contact them."

Ca'rien nods as she did a small prayer motion before pushing out, a strange aura coming out of her as it hit the crystal. It began to shine, making the five points glow 5 colors: White, Purple, Yellow, Red and Black. The glows began to spin the star-shaped diamond as it gave off a starried design.

Julie looked up as designs began to form 'constellations' of sorts before they began to become holographic in forms. In the white constellation a feminine Celestialsapien with a golden 'mask' covering her face, four golden rings floating around her body with one in each palm and wearing what looks like a 'dress' on her form Next to her in the black constellation appeared a powerfully-built male Celestialsapien with a tri-horned head with pitch-white eyes, clad in white armor on his wrists, lower legs, upper arms and a flowing white cape. Forming in the red constellation is a large, draconic life form with red-orange 'skin' with golden armor, his body giving off small stars and six dark red 'eyes' coming out of his head and six horns coming out of his head. Forming in the purple stars is a feminine being that looked rather intimidating with five 'horns' growing out of her head with tendril-like hair coming out of her anodite-like form and spiked shoulders and arms, white boney armor forming on her waist and glowing violet eyes. The final formed is a dark yellow-orange humanoid who was at the shoulder of the black and white humanoid with thick 'hair; curled like a powdered wig on his head, 3-pronged horn on his head and rectangular eyes like glasses.

"Whoa…" Ben said, looking at the five in awe as they all looked down calmly, as the purple humanoid crossed her arms as Verdona did a small bow, as did the mage...as Verdona made Ben bow as well.

"Show some respect, Ben...that is the Goddess of Magic…" Verdona whispered as Ben just nods, cringing a bit as the female just scoffed.

"Eternus, this better not be a waste of my time. I have my own things to do." The purple humanoid said in clear annoyance as the golden being just chuckles.

"Classic Ledgus...always too impatient for her own good." the golden humanoid said as Avware looks at this calmly.

"So this one is Ben 10, hmm? Been awhile since you let that ruffian Aggregor into my forge." Etenus said, as Ben just stuttered a bit as he wasn't sure how to respond to that.

"Brother, it is not his fault that he got it. Paradox needed to have put better work in hiding them is all." Divinian said, reassuring Ben as the dragon just growled a bit, annoyed.

"I have stars to tend to, let us get this over with." the dragon said as Julie just sighed a bit, annoyed with the five beings bickering as Rook looked cautiously at all of this, Vera gulping faintly.

"Ahem…" Ca'rien said as she gave a small bow. "Lords Eternus, Celon and Domstol, as well as Ladies Ledgus and Divinian. We have come before you for a threat of high renown." Ca'rien said as some of the screens turned on; forming on the screens included a dark orange humanoid with dark red eyes and a black jumpsuit, a dark red crustacean similar to Brainstorm and Ultimos. "We also thank High Intellectual Crancean, Galactic Enforcer chief Ultimos and Proctor Servantis for being here in spirit."

"We all have many things to do, Magistrata. This must be important if you are on Earth." Divinian said, as she leaned down towards them. "What is going on, dear?"

"It is the one known as Malware." Avware said, showing the hologram from his eye, showing the monstrous Mechamorph for all to see. Julie took Ben's hand and squeezed it, Ben nodding as Rook watched carefully.

"So, the Mechamorph Subspecies lives?" Ledgus said with a nod, as Divinian gave a sour look to her sister for that remark, as Celon growled faintly at this.

"Where is he, then? You allowed him to escape custody again?" Celon growled, his eyes shining a bit in annoyance.

"We are currently looking for him as we speak." Zennith said as Servantis just scoffed faintly at this. "You have a problem, Proctor?"

"Who me? Of course not...I am just surprised you take a personal interest in this, President Zennith. After all...Azmuth's endeavors never got your attention in the past, after all." Servantis said, eying Ben with a small scowl as Zennith's hand gripped her cane tightly.

"Now, now...let us be calm." Eternus said, raising a hand making all calm once more, as he looks calmly at them. "Where is he now?"

"If I may?" Rook said as Eternus just nods, as Rook came up. "We do not know where he is currently, but we know he has hacked into Plumber's databases. He could know much about the inside aspects of the Plumbers."

"Which, as the Plumbers has access to all of our networks, suggests he and any potential allies know of our files as well." Ultimos said with a frown on his end. "This is grave news indeed...he could be a potential threat to all Galactic Council allies."

"We must remain vigilant." Eternus reminded everyone as he turned to Domstol and Crancean. "What do you think? You are the heads of our courts." The two looked at each other and nods faintly to each other.

"Given that we know for sure that Malware is working along side the serial killer Khyber the Huntsman, galactic terrorist Orianus of the Blue Stars and the disgraced scientist Doctor Psychobos, it is only to reason that we place all four as high-alert threats to our collective allegiance." Domstol said as he looks up. "What says the council?"

"Agreed." Ca'rien as Avware gave his confirmation as well. As did the others as Domstol nods at this.

"If I may interject, my lords…" Guidgen walked up, taking a small talisman out. "This could be of use to us. These talismans can keep out anything you wish of it. Dr. Tennyson and I have collected small traces of Malware's essence, so if we put this in our places of importance, it should keep him and his allies away." Ledgus looked at the talisman and nods.

"I will commision that these will be made post-haste." Ledgus said, as a dark chuckle is heard in the room. The computer screens started to spark up, making those outside of the area look in confusion.

"Avware, what is the meaning of this?" Zennith asked as Avware looked at the signals oddly, grunting a bit.

"We are being hacked!" Avware said as a dark chuckle filled the room. They all looked around, cautious as the screens began to show a small red screen.

"I apologize to interrupt the meeting...but this is gonna be your last ones, so-called 'protectors of peace'." said a growly voice as Ben looked in shock.

"Wait...I know that voice...Kolar? I thought you were locked up in solitary" Ben said with a scowl as a blaster from one of the cameras fired, knocking the diamond aside, cancelling out the connection to the Five powers.

"Indeed I was..but I was brought in for questionings due to past dealings with Dr. Psychobos." Kolar explained as Ca'rien frowned at this.

"Kolar, this feud you have had with the Plumbers has gone on for too many years." Ca'rien said as Kolar just growled in frustration.

"You have no right to lecture me, you old bat. You in the Galactic High Council act like you care about peace, but all I have known is conflict...war...death. That is why that idiot Hulka kicked me out all those years ago…" Kolar growled as Max scowled at this.

"You messed up yourself, Kolar. Do not blame him for what you did." Max said as Kolar just grunts.

"Peh, like an old sack of bones can tell me what to do. Especially when you already poisoned the minds of those two recruits." Kolar said as Julie stood by Ben. "I already took out that stretchy-necked brat…"

"So it was you who attacked Tack...and what about anyone else?" Verdona asked as Kolar just chuckled a bit.

"Well...lets just say that Branigan should check his blaster before he tests them." Kolar said with a chuckle as Ben glared at this before hearing the doors lock.

"Let us out of here, Kolar." Ben demanded as Kolar just chuckled, as a hissing sound is heard as something as being let into the room; a sort of light-blue gas.

"Where you're going, Tennyson...threats are beyond your help now." Kolar said with a chuckle as everyone began to cough a bit, having breathed in the air.

"Oh no...this isn't oxygen...it's Nitrous triphlous...a poisonous gas from...ugh…" Zennith coughed a bit, holding her neck as the others began to get light headed as well, even Avware.

"This gas...its mixed with something...it's messing my...programming…" Avware said, his body starting to glow and dim.

Ben grunts as he says, "Gotta...need to...clean the...air…" Ben said as he tried to flicker through, but groaned a bit as everyone began to faint in the room. Skurd, the only one who didn't need air to breath, fiddled a bit as he slammed down...making Ben become the tree alien from the outbreak.

The tree-looking alien got up with a head shake before he raised his hands up, the blue mist starting to disappear as it began to clear up the room, absorbing it into his form before releasing a more breathable atmosphere. Everyone groaned, coughing a bit as their lungs got cleaned as well.

"Ugh...lucky you got that alien, Ben…" Julie said as Ben moved his hand as if to speak...but realized no words came out. He looked in confusion as Skurd looked up at this.

"What? You think this thing can talk? That was just the Omnitrix glitching. But I got a name for him...how's 'Go-Green'?" Skurd asked as the plant alien just shrugged a bit. There was a beeping sound as the group turned to see Hulka arrive with the Helpers and the other cadets, coming in to help them up.

"Kolar...did this…" Max groaned as Vera was helped up carefully. Hulka heard this and scowled darkly, clenching his fist.

Go-Green turned back into Ben as he says, "Okay, what's the story with you two? I know he hates your guts because you locked him up awhile back, but what did he mean he used to be a Plumber? I just thought he was some Tetramand thug."

"Peh, you think some common thug would know Plumber tactics and how our technology works? No...he used to be a pretty promising recruit, a lot smarter than the average Tetramand. No offense." Hulka said to Manny, who just shrugs.

"I know I ain't the brains of my outfit, so I don't think you're insulting anyone really." Manny admitted as Hulka nods.

"He never believed in the mission of the Plumbers, he just wanted to become a powerful warrior. Nothing more. He lost sight of what made us Plumbers protectors and when he went too far...well, there is a reason I wear this metal cap." Hulka said, rubbing his head on where the cap was.

"So he's a rogue agent?" Sunny asked, crossing her arms at this time as Adolherd snarled a bit, Lucy gulping slightly with a nervous look to Ben, who was rubbing his chin.

"We could put the base on lockdown and get any delegates to a safe location in the base." Rook suggested as Ben shook his head.

"No..something is off here...how can Kolar even do all this if he's locked up?" Ben asked, as Hulka scowled at this.

"That's what I want to know...and how else did he end up rigging the base?" Hulka said as he looks around. "We'll need to split into groups to take out any potential threats."

"Agreed; Vera, you go with Professor Guidgen, Sunny, Alan and Verdona and try to track down anything out of the ordinary in the upper wings. Beeman, go with Counciler Avware, Rook, Adolherd and Cooper, you guys go to the computer room and try and hack into it. Julie, you take Lucy, Helen and President Zennith to get any back up you can get. I'll go with Ben, The Magistrata, Manny and Hulka to deal with the prisoner situation." Max said as the groups all nod, splitting up as Julie nods to Ship, getting her into Stealth mode as she went on.

Ben looks around and nods to Max, who nods back as he slams down on the Omnitrix, glowing a bit as he turned into… "SWAMPFIRE!" Swampfire took full form once again, his body appearing more muscular than before; his body looked like dark green bark, thick branch-like arms and legs with vine extensions for fingers and toes with small bulbs on his arms, with a fiery head that looked akin to a flower in full bloom with dark green eyes, the Omnitrix insignia attached to a black strap around his shoulder.

"Hmm, it appears you are fully matured in this form." Skurd said as he sniffed the air, "Heh...and you don't smell as bad as before." Ben gave a flat look at that as he looks around, scowling as Hulka got his blaster at the ready.

In the computer room, Avware hacked into the room as he and his squad looked around. Avware hooked himself up to the computer and began to type on his arm. "Let's see...I'll place the base onto lockdown to make sure Kolar and no one else can escape. I'll also lock the Null Void projector just in case."

Beeman got a blaster at the ready in case anyone tried to sneak up on them as he says, "Hmm...you sure going into the computers is a smart idea?" Adolherd stood by him, getting his own blaster at the ready as he looked outside.

"Unlike run of the mill Mechamorphs, I was designed for security. It'll take quite a bit to get into me." Avware said as Cooper and Rook got to work on the computers. Suddenly a device glowed nearby as Avware felt something...off. "The gravity functions...it appears something is slowly increasing our mass…" Adolherd growled, pinning him down to the ground.

"A Gravity compressor...that's a level 5 technology. It's disrupting the signal to the gravity settings!" Cooper said as his eyes glowed a bit. "I'm gonna try and keep it from going too active...Rook, shoot it!" Rook went to get his Proto-Tool, but it began to zap.

"Ow!" Rook said as he scowls, "Something must be in here to disable my proto-tool…" He said as he began to walk over, cringing under the gravity increasing on them.

In the upper levels, Julie looked around cautiously as she got her Contemelia sword out for the ready. Zeenith frowned as she looked around as she says, "Plumbers, we are in need of help. Get any action toget-" She frowned as she put a hand up, the others stopping as they saw the locker room being filled with some sort of device. "That is not good…"

"We need to take that out." Helen said as she sped over, moving around any of the wires as Julie and Lucy slinked over as well. Julie opened the front and frowned, seeing all the wires. "Okay...whatever this is...it's gonna hurt all these people…"

"We must remove it or disarm it." Zennith said as she floated over, rubbing her chin in thought. Julie and Lucy looked at each other and nods. Ship formed Julie's left hand into a pair of scissors, as she began to look it over.

In the higher areas, Vera frowned sa Verdona and Sunny's hands were glowing with magical energy, Guidan watching cautiously as he heard something and moved Vera out of the way as they saw someone was working on something. "Don't worry, Kolar. I'm doing my end of the deal. You better give me the money for these weapons." said a dark red, overweight Tetramand clad in likely stolen armor.

"Gorvan...I thought he was kicked out…" Vera said, scowling a bit as Verdona frowned a bit. Guidan nods as he gave Gorvan a small scowl before he pressed onto a charm around his wrist as they walked up, Sunny coughing a bit to get his attention.

"Ah crud…" Gorvan said as he got ready, glaring at this time as he charged forward with a roar. Verdona smirked as they nod as Vera got a small necklace out and put it out, Suddenly a strange wind formed as it hit him head on, making Gorvan yell out before Sunny moved around him to get to the computer.

"Good show, Sunny." said Verdona as the younger Anodite nods, heading over efore the floor opened, making Sunny yell out as she floated in the air to catch herself, sighing a bit in a pinch as she saw the spikes under it before floating up. She then got the computer and smashed it, nodding to the others.

"Heh, nice job...but you won't beat me!" said Gorvan as he got out an odd-looking blade tha shimmered a bit and slashed, Verdona yelling out as she grabbed her arm. Gorvan smirked at this but ducked around a blast of fire from Alan, who was giving him a death glare for his trouble as his body was in full pyronite form.

"Grandma!" said Sunny in shock as Vera went over, as Sunny's eyes flashed purple in anger as Guidan glowed a bit, starting to grow a bit in size as Gorvan looked in shock as he was smacked by some sort of forceful attack. Gorvan almost fell into the pit, hanging on as he saw Sunny near by.

"Hey, help me! Please!" Said Gorvan, as Sunny glared down at him with her eyes shining dark pink in annoyance as Vera watched her carefully.

Back in the computer room, Rook grunts as he fell to his knees from the force of the gravity as Avware looked up with a cringe. Adolherd saw this and growled a bit as he began to shake in his armor.

"What are you-" Beeman asked as he saw the armor open up, splitting up into 3 slides as Adolherd roared out as he got out, his body looking much more...fleshy. His body was dark orange in color with gray 'armored' bits that likely connected to the rest of his armor. He panted a bit, as he began to walk over, his body dripping with moisture from hi armor before he grabs the device with a mighty heave and smashd it onto the ground, panting a bit.

"Just...so it's known..that was VERY uncomfortable to do in this environment's increased gravity." Adolherd said with a small growl, panting from over exertion before he went over to his armor and slunk back into it, his body filling it up like a jello mold before it closed again. Rook looked at this, as did Avware and Cooper as they nod to each other at this, Beeman just chuckling.

"Wait till I tell the others about this…" Beeman groaned a bit as Avware went back to work, his eye narrowing when he saw something he wasn't fond of seeing.

With the bomb, Julie snipped some wires carefully as Lucy looked at the the tied up Plumbers and noticed something, making her eyes widen. "They're covered with trip wires…" Lucy said with a scowl...before an idea formed as her body began to liquify. "This may get weird…" She then slicked over them, spreading around the room as the wires were flowed over before something began to cut into them to free the other Plumbers, who nod in thanks despite being covered in mud.

"Almost and...done." Julie said with a sigh of relief. Helen nods as she went over to a computer and began to type, getting something on screen that made her frown.

Finally, with the mystics, Alan went over to the weapons and blasted them to get rid of them as Sunny looked at Gorvan, scowling as he looked at her worryingly...before she sent an energy sphere around him. "You're lucky my parents raised me better than you…" Sunny muttered as she tossed him into a wall, knocking him out with the force of it.

Verdona saw this, and sighed a bit as she concentrated a bit...and went wide eyed. "Ben and the others are going for a trap…"

(In the prison hall. 14:03)

Swampfire, Max, Hulka and Manny made a circle around Ca'rien, who was rather calm despite all that has happened so far. She looked around and saw the docking bay ahead as Swampfire says, "We're doing good…" He then heard something and moved forward as a thunderous figure walked up.

"Heh...long time, no see...runts." said a voice as Kolar came up, his skin dark sapphire in color with a thin build-likely from not enough muscle building while in solitary-and his long black hair tied into a ponytail and wearing a pair of black pants with silver bracelets on his arms, body coated with scars.

"Do they not feed them in the Null Void prisons anymore?" asked Manny, looking at Hulka in confusion who just shrugs, equally surprised as Kolar jumped down, glaring ahead as he cracked his knuckles.

"So, what is your thoughts on this?" Kolar said, getting a small radio and pressed a button as various cannons began to open up, aiming at them as Swampfire scowled at this.

"Let me guess; this is when we're supposed to quit, right?" Swampfire asked as his hands ignited with flames. Manny got his guns out at the ready as Kolar smirked a bit. "How did you get out!?"

"While your friends have been dealing with my little traps, I'm working on my big escape. But first...it'd be better if I took out the red spots all at once." Kolar said with a small smirk as the lasers shimmered with light, powering up.

Hulka scowled as he says, "Look Kolar, you're beef is with me and me alone. Don't drag anyone innocent with it." Kolar sneered at this as he walked over, the cannons still pointed at them.

"Don't think I don't remember what the others did...once I'm done with you and Tennyson, I'm gonna hunt down that Osmosian and Anodite. The Magistrata and the councilmen? Just an added bonus for taking the Plumbers out for good." Kolar said with a smirk as he pressed the button for firing...but suddenly the beams stopped mid-flight. "Wha?"

"Did you truly think I started the Intergalactic Protection Forces without having something to keep the peace, did you?" Ca'rien asked calmly as her eyes turned pitch black as she flicked her wrists as the blasts went around her. Kolar growled in anger and roared out, charging at them with shocking speed but Swampfire got in front of him and grabbed at him, his fiery hands burning a bit as he tossed him aside.

Kolar rolled a bit as he glared at his, roaring out as he swung a punch his way, Swampfire ducking around as Max fired his blaster at Kolar. Kolar ducked the blast as he slammed his hand down, sending Max back a few feet as Hulka tackled into him from behind, but Kolar tossed him onto the ground and grabbed at his neck, going for a choking motion.

"Hands off, freak!" Manny said as he grabbed onto Kolar's neck and began to put him into a headlock, Kolar grabbing at him as he went backwards and towards a wall, glaring at him.

"Heh...so, the mutt is here, eh?" asked Kolar, grabbing Manny by the neck as he asks, "Armstrong, right? Like Magister Marda Armstrong? Surprised she gave birth to a runt like you…" said Kolar as Manny glared at this,. "Though...it's funny in hindsight...you and your friends."

"What do you mean?" Manny asked as the lasers fired again, Swampfire blocking the blast as he nods to Skurd, who fired a splash of slime at them which corroded it to a "pile of scrap metal, using Goop's DNA to do that.

"Think about it; You're half human, right? All three of you...how is that even possible? Tetramands and humans don't have the compatible DNA that Osmosions or Anodites have. Osmosion is just some evolution of genetically-modified neanderthals that mutated into a species of assimilators, and Anodites are just glow bugs born out of some old space rock from Ledgerdomain." Kolar said with a smirk as Manny looked shocked.

"What are you-" MAnny was slammed into a wall again as Kolar smirked a bit, looking at the cameras and knew Alan and Helen were likely listening.

"And as for Albright...how could his mother deal with his father's DNA? Yeah Magister Albright retired after he lost his arm in the field, but how would he and his wife even pro-create without her ending up burning up from the inside out? And Kineceleran are reptiles...they're born from EGGS. how would Helen even get Human DNA?" Kolar asked as Manny grunts a bit.

"Oh like you're a genetics expert?" Swampfire asked, slamming down before turning into Four-Arms and charging forward, grabbing Kolar and tossing him into a nearby wall as he glared at this. Kolar's ruby-hued eyes narrowed darkly as he got up, dusting the metal off of his shoulders as he glared at this.

"Cute." Kolar grunts as he sends a punch at Four-Arms, but Hulka tackled into his side, making him grunt a tad as Four-arms grabbed each arm.

"Have at thee!" Skurd said as he made four more tetramand arms grow out from Ben's chest, sending a barrage of punches into Kolar's the azure alien grunt from each hit until he headbutts Four-Arms, making him stagger back a bit.

"That's it." Kolar growled as Max got up, watching as Kolar got our a small blaster and aims it at Hulka. "This will have more than enough force for finishing you off."

"I think not." Ca'rien said, moving with shocking speed for a being her age, hitting four spots in his torso, sending an odd energy through him. Kolar cries out from the blow and collapses, Ben and Manny both stupefied by what she did.

"Now do you see why I asked her to come with us?" Max asked, rubbing his side a bit. "Alderans are very powerful, and Magistrata Fiz'r happens to be the strongest of them all." Ca'rien looked at him calmly, as she gave a sad expression to the downed Kolar.

(Later…)

(Docking Bay. 15:54)

After everyone got patched up and given proper care, Hulka and Tetrax stood in front of the cadets that helped take on Kolar's assault. "Sunny Tennyson-, Adolherd Dirallah, Lucy Mann, Juliette Yamamoto. All four of you have proven your worth as Plumbers in the most trying of circumstances; from acts of mercy, self sacrifice, creative thinking and being cool under pressure."

"So it's our honor to fully deputized you into full Plumber status." Tetrax said, moving his badge over theirs, making them promoted from 'cadet' to 'agents'. "Congratulations." The other plumbers and the delegates all clapped for this action as Julie picked up Ship, smiling a bit.

"Congratulations, sweetie." Verdona said to Sunny as Max pats her back, the dark haired girl looking away...mostly to hide her blush from the praise, clearly not used to it.

"Hey, how come we ain't graduatin'?" Boid asked, as Octagon sighed ah this, annoyed.

"Boid, we were, as ya say, 'pushed back' a tad.'Member that we got hotties by that blue tetramand and his fat buddy that's in stasis." Octagon explained, as Ca'rien, Avware and Zennith stood by each other.

"This makes this a big day for our organization: a Lenopan and Atrocian agents for the plumbers." Ca'rien said with a nod as a faint growl is heard. Manny and Hulka both watched as Kolar was taken away into a ship, his body bound and his face covered with a mask to keep from biting.

"Excuse me for not applauding. I'm kinda tied up at the moment." Kolar snarled as Manny and the helpers gave him a glare. Kolar saw them and smirked, "Remember what I said, Armstrong...cause some things ain't how they appear." Kolar chuckled darkly as he was hoisted inside.

"I'll get him his own personal cell on the way back to Galvan Prime." Avware said as Beeman walked up his ship.

"...heh, wait till Skunkhead hears about this." Beeman said as Ben watched him go, but looked around in confusion.

"Wait, where did Professor Guidgen and Aunt Vera go?" Ben asked as Room came up, showing him a note. It read, "sorry for leaving so soon, but I got to get back to my home and Albus has a lecture for his class on Monday. xoxo, Aunt Vera." Ben just shook his head in amusement at this.

"Wonder what kind of magic school he runs...a man with his power must lead a rather astute institution." Rook said, rather curious. Ca'rien went on her way with the other delegates, as Kolar only smirked evilly towards the group as the ship closed behind them, Julie walking over to show her new spot in the plumbers

(Elsewhere…)

In the quiet streets of Bellwood's neighboring town of Crystal Lane, Professor Guidgen was walking down the halls of his university of which he was both a teacher and headmaster. He gave waves to various students before bumping into someone.

"Oh, I'm sorry Professor." The young woman said, picking up her books as the older man helped her out.

"Think nothing of it, dear girl. Just get to your last class of today." Guidgen said with a nod. "We expect great things from you...Miss Tennyson." Albus said, as Gwen gave a sheepish look.

"Sorry. I'll just get to Literary History. Luckily Dr. Flamel's class isn't today.." Gwen said, as she passed by him and the sign of the school; Damien Friedkin University. Home of the Friedkin Gargoyles. The gothic college shimmered in the midday sun, as Guidgen nods as he went on his way, his eyes shimmering with magic.

End of Episode 8

Well, that was crazy. I like to thank Darinas, chann11, Wildgun-Edge, Holycrap1992 and Zigwolf for their aid, as well with Sonic Blade for helping with the structure. And big thanks for Upgraderath for helping with designing the Magistrata and Kevfilms2x2 for helping with the council and for letting me use your original characters, the Five Powers. Please Read, Review and Suggest away!


	9. Every Kid Has their Day

Okay, here's the next episode of Ben 10 Guardians. As you know, I only own original concepts on here. Ben 10 as a whole belongs to Man of Action and any original aliens not belonging to me belongs to their creators and I am thankful for any and all help. Please Enjoy!

Every Kid Has Their Day

(Bellwood, USA GrandSmith Industries. May 1st, 10:23 AM)

At the large corporation, formerly the headquarters of fallen-from-grace hero Captain Nemesis, now stood Grandsmith Industries, a new investment owned by Donovan GrandSmith and run by his teenage grandson, Edwin. At his time, the tower stood as a beacon of heroism once more as it also helps finance Ben and his activities, as well as his allies.

At this time, however, Eddie was now in front of a large screen with Ben and Gwen, who were walking into the room with Julie and Rook, had come to see something he wanted to share. "So Eddie, whatcha got for us?" Ben asked, as Eddie smirked a bit.

"Something for your collective PR. After what happened at the fair, there has been an upshoot since you stopped that crazy mechamorph monster. BUT you know Harangue…" Eddie said, playing a clip from his newsreport.

"- _Once again, Tennyson has proven to be more of a threat than an aid to society._ " Harangue said on the screen as it showed doctored footage of Ben and Kevin tackling into the fuel truck to stop it from crashing, making it look like Chromastone was just randomly attacking it for no reason. " _As you can see in this usual bit of public destruction of personal property, Ben 10 and his compatriots are more of a threat to this fair city than a 'hero' that other forms of media are trying to make him out to be._ " the video was then paused, as the others just scowled at this.

"Ugh...why do we put up with that jerk?" Julie asked, crossing her arms at this time. "CAn't we have your dad take him to court for libel?" Gwen just gave a small shrug, her necklace shimmering faintly.

"My Dad has been trying to think of a way to get Harangue to court...but that creep is too well connected." Gwen said as she sighed, "Knowing Kevin though...if he wasn't making up lost hours at the garage, he'd just suggest we beat him up."

"Yeah...doubt that'll help." Ben said as Eddie nods, before showing them something else. "Whatcha got, Eddie?"

"Well, I was looking over some of Nesmith's old junk...and I am thinking perhaps there could be some tech that can help the Plumbers out?" Eddie suggested, unaware of a shadow starting to creep towards the windows towards the office.

"That would be most helpful, thank you Mr. Grandsmith." Rook said with a nod before Ship looked towards the window and growled a bit, getting out of backpack mode and snarling at the window.

"What is with the mongrel? Did you forget to walk him or something?" Skurd asked flatly as the group looked out of the window...only to go wide eyed as a tendril shattered the glass.

" _Destroy Flesh and the works of Flesh._ " came the monotone voice of the machine, it's eye shining dark blue in color as it's body was a shiny shade of blue as well, having three tentacle-like limbs glowing with plasma energy.

"A Dimension 12 Compu-drone!?" Rook asked in shock as Ben looked at this with confusion. "...What? Did you not know that is what they are called? They are the former henchmen of the interdimensional AI threat, Computron...prior to his destruction last year."

"Yeah...I used to follow Captain Nemesis as a kid, Rook." Ben muttered as he glared at it, as he saw more arrive as they targeted the area. "Come on, guys!" The others nod as Gwen powered up, turning into Lucky Girl as Julie nods to Ship.

"Ship, Battle mode!" Julie said as Ship morphed around her, turning into her suit as the group went out. Rook got his PRoto-Tool at the ready and fires a gattling shot of lasers at one of the robots, as Ben's body glowed a bit as he transformed…

"Buzzshock!" Ben said, turning into a white and black Megawatt with glowing green eyes with electricity forming from his body. The alien flew around, zapping into the machines and making it roar out as it got short circuited.

Gwen floated into the air via a winds spell as her hands sparked with energy. "Badickinis Metalalurca!" Suddenly one of the robots began to crumble it like a piece of scrap metal as Julie fired a barrage of lasers at one of the other ones.

"Where did they come from? I thought they got sent back to Dimension 12 a few months ago." Julie asked as a dark chuckle is heard, making everyone look around in confusion.

"Who is that?" Buzzshock asked, his voice sounding like a high pitched squeal mixed with radio feedback as they see a short humanoid wearing a dark red battle suit with a visor over his eyes based on Computron's robotic head and has a jetpack attached to it that can extend robotic tentacles with razor energy around them.

"It's been awhile, Benny-boy." Said the voice from the helmet, highly synthesized than before as he crossed his arms. "But after all these years, I get to bask in my vengence!" Everyone just paused, all taking a moment to look at each other

"...It could be because I am still new to this planet relatively speaking...but who is this individual?" Rook asked, clearly confused as Julie gave a shrug.

"Search me, Rook. I've never seen this guy. Ben, Gwen?" Julie asked, as the two looked at each other and shrugged.

"Could be one of your old enemies from back when we were kids?" Gwen suggested as Buzzshock scratched his head.

"But who was THAT tiny back then? I mean...that was like 7 years ago. Sublimino wasn't even that short." said Buzzshock as he looked at him. "Okay, who the heck are you?"

"I am the the most intelligent villain you're ever going to cross, Tennyson; I am IQ Lad!" said the newly dubbed 'IQ Lad'...as Rook and Julie both stifled a laugh as Skurd, who was on top of Buzzshock's head with the Omnitrix insignia, gave a look of pure bafflement.

"...He is joking, yes? Please say so…" said Skurd, his tone showing massive disbelief over that name. IQ Lad gave a flat look as he pressed a button on a watch he had in his hand. Suddenly more robots came up at this.

"Find this funny?" He asked with a small sneer under his helmet as Buzzshock smirked a bit. "What's with the smirk?"

"You don't know much about this alien, huh?" Buzzshock said as he sucked some electricity from the area around him as his body started to duplicate, turning into a small army of Buzzshocks as they all flew into the robots, sapping them dry as Gwen nods to Rook and Julie, who fired several missiles and destroyed the machines.

One of the Buzzshocks then wet into IQ Lad's Jetpack and short circuited it, making him ylel out as he fell out of the air with a grunt but was caught by someone. "Thanks Mazuma…" He groaned, as he got down onto the ground. The catcher was a woman with dark red robotic eyes, neck-length blonde hair and wearing a simple white jacket over a white top with a stylized 'B' on her right pocket and wearing a pair of long dress pants and black dress shoes.

"Sorry Master." she said, giving a small bow as Buzzshock refused together before turning back into Ben, the four of them giving him a glare.

"Okay buster, start talking. Who are you, really?" Ben asked as IQ Lad just sighed a bit, as if annoyed.

"Figures...Mr. "Too-Cool Tennyson' doesn't remember me." IQ Lad said as he pressed a button as his armor fell off, revealing his true self; standing before them was an 11 year old boy, at about 4'5 with tanned skin, a faint chip in his right front tooth, shaggy hair with the bangs curved akin to horns, and wears a simple violet suit over a black vest with a stylized 'B' on his black tie in golden letters, cuff links with the same 'B' symbol on them and polished shoes. "The name's Billions, William Billions Jr. Just call me 'Billy'."

"...Wait, Billions? Like the tech moguls?" Julie asked in surprise as Lucky Girl squinted a bit, as if recognizing him...as Ben just looked totally clueless.

"Uh...okay?" Ben asked, now clearly confused. "How do we know each other, Willy?"

"It's Billy!" Billy said in clear annoyance before he took a breath. "We went to 6th grade together. Mrs. Rheault's history class? Ring any bells?"

"...Mrs. Rheault I remember. She was kind of cool." Ben said, chuckling a bit as he says, "Hmm...but no bells ringing, no." Billy's eye started to twitch a bit, his teeth gritting a bit in clear annoyance at this.

"UGH! Typical. Still as arrogant as when we were kids!" Billy said as Julie looked between them, now confused as she and Ship powered down, Ship eying Billy oddly.

"Um...If I may be so bold, Mr. Billions...but you appear to still be a child. How could you and Ben have ever been in the same class?" Rook asked, as Gwen snapped her fingers.

"Now I remember! From that old news report; you're that missing rich kid. The one that disappeared 6 years ago." Gwen said, realizing it now. "You disappeared without a trace."

"That's all because of him!" Billy said, pointing at Ben as he looked at this with an annoyed glare, annoyed that the kid just said that.

"Hey, what'd I ever do to you?" Ben asked, as Billy glared at this as he crossed his arms.

"I was richer, smarter and had more than you ever could! I should have been running the school, if not anything else. But instead...all anyone could talk about was you; you got ALL the attention. No matter what I did, you'd always get the attention from everyone." Billy said as Julie and Rook looked clearly confused.

"And how is Ben's fault that you disappeared?" Julie asked as Mazuma walked up calmly, as she pressed a button on her wrist. Suddenly an holographic screen appeared to allow them to see; it was an old footage from a camera on a helicopter.

" _After spending the past couple weeks tailing him, I've discovered something big about that annoyance Ben Tennyson. He's any better than the rest of those annoyances at Spielberg Jr. High; he's just got some sort of weird...watch thing. Time to deal with that…_ " Billy said in the screen, showing he had an odd-looking device and pointed it towards the ground. The screen then changed to an aerial view of the area; showing a younger Ben fighting some robbers as Diamondhead. It the fired, sending a laser towards him...but it bounced back and hit the helicopter, causing the screen to go black.

"Wait...So you tried to blast me and got sent somewhere else? Where'd you end up?" Ben asked as BIlly just points to the wreckage of the Dimension 12 robots, his face flat as if it was obvious. "Oooh...right…"

"I spent 5 years stuck in that prison...trapped in a world full of killer robots that hunted all living life forms to extinction, led by a megalomaniac super weapon. The worst part…"

"That spending 5 years there drove you to be incredibly insane?" Ben piped up as Rook look a bit amused at that.

"Yeah exa-NO!" Billy yelled in annoyance, his eyes narrowing more in annoyance. "UGH! The worst part was that because of how the timeline works there, I got stuck looking like this; my brilliant and maturing mind is stuck in my pre-teen body! I'm turning 17 in a month but I'm still stuck as a kid!"

"How'd you get out?" Julie asked as Billy just gave a sort of hollow chuckle, as his eyes narrowed darkly at that, as if a bad memory as he nods to Mazuma, not looking as the screen played out. It showed a man, about in his mid-40s, working on a strange device.

" _With this next step...I'm sure our boy is gonna be back with us, Marian._ " said the man as the woman nods as someone was in the corner of the room; a familiar set of orange armor, making Ben's eyes widen.

"Nesmith…" Ben muttered in shock as everyone watched in horror as the portal opened, as a familiar red robot came out, it's eye glowing dark red.

" _ **Destroy all Flesh and the Works of Flesh!**_ " The evil Computron said as it came into the screen, knocking around the lab as various other cameras caught as the other assistants were attacked, unaware that Nesmith was leaving as the couple huddled together as Computron ran over the camera.

"That's...what happened...I found that footage when I came back here with Mazuma's prototype body...I used some old spare parts to make her so I could escape. We came out of the portal last...after it started to close. We came back to my parent's lab...destroyed. And then...I saw you on the news...tossing around one of the robot's eyes like it was some SOFTBALL…" He said, giving Ben a very bitter glare.

"Look man, I'm sorry-" Ben began but Billy just gave a death glare at this, his eyes narrowing darkly as he got out a blaster.

"It's WAY too late for a 'sorry', Tennyson…" Billy said through gritted teeth, his eyes narrowed . "You became some super famous hero all the while I got stuck in some apocalypse world and when I finally escaped, I find my ENTIRE LIFE GONE! It's ALL YOUR FAULT!"

"Mr. Billions, your time in Dimension 12 has clearly done something to your psyche...we can help." Rook said as Billy just points the laser at him as well. Rook backed up as Skurd was getting ready, Ship growling at the aggression.

"Oh yeah...you can help alright...after I settle the score…" Billy said, his eyes narrowed as he fired the laser, creating a strange yellow aura around Ben, Gwen, Rook and Julie as all four yelled out as a bright flash filled the area.

After a moment, all four groaned as Ben says, "I feel...weird…" His voice was a higher pitch, making him go wide eyed as he sat up and saw that his clothes felt a bit...bigger on him. He looked and saw that his body had shrunk to about 4 feet tall. "Guys...WAAAH!" He said in shock as he almost jumped back, but tripped on his now larger shoes.

"Ugh...what happened…" Gwen asked now back in her human form as she looked herself over and screamed at a high pitch, her face now more noticeably freckled than before and having her hair now reach behind her ears. "Why am I little?!"

"You're not the only one…" Skurd said, not affected as he motions to Julie, who was also smaller as she was the shortest one there now, looking faintly annoyed as she crossed her arms with a small pout.

"I forgot how short I used to be…" Julie said, her eyes shut in annoyance as she looked around and saw Rook getting up, as he appeared to be about Billy's physical age now; he had thicker fur on his head and his muscles were less pronounced, but the more shocking thing was...he now had a bushy, ringed tail growing from his tailbone.

"Ugh...how embarrassing…" Rook muttered, his voice now higher. "We appear to have been deaged…explaining why I have my bi'nthaks back."

"Yep. To something a lot more...defenseless." Billy said as Gwen glared as her hands sparked with magical power.

"Turn us back, Billy." Ben said, as Billy tapped his chin as he snapped his finger as Mazuma glared darkly, her hand turning into a cannon.

"I think that's a no…" Gwen said as she says, "Magus Renata!"...when nothing happened, she says it again only to realize something is off. "My powers...I don't have my anodite powers!"

"You're like 6, kid. I doubt you'd have it." Billy said with a smirk as Mazuma powered it up as Ben looked over his choices quickly as he slams down on the Omnitrix, shining a bit.

"Humungousaur!" He said, as he appeared...only to be about 5 feet tall and very pudgy in appearance, his pants now being the only clothing he had as his belt had the Omnitrix insignia. "...Or Tinmungousaur guess." He shrugs as he glared at this, as he slammed his fist down as it created a shockwave. "Still strong."

Rook got ready as he noticed Julie and Gwen not moving much. "Why aren't you moving?" The two gave him flat looks...as he quickly put it together and nods as he got his Proto-Tool out and fired a barrage of blasters at the android, who ducked around the blasts as she slashed at them.

Ship glared at this as he turned into a large cannon and fired at Mazuma, sending her flying back as Tinmungousaur glared at Billy, chasing after him as Billy just stepped back, allowing the chubby dinosaur to trip. "Ugh...stupid tiny legs!"

"GETOFFOFME!" Skurd yelled out as the Omnitrix shimmered a bit before Ben turned back to normal as Billy went over to mazuma, who groaned a bit as she pressed a button as a red and gold limo drove over as the two went inside.

"See ya, Tennyson." Billy said with a small smirk. "Guess for now, I'll get some more equipment to get rid of you…" Billy said as he chuckled a bit, the car driving off quickly as Julie tried to run, but had to keep her shorts up, embarrassed.

"Can we get back to HQ? PLEASE…" Julie said in a whiny voice as Rook nods, pressing a button as the Proto-Truk came to them. Rook looked himself over as he groaned.

"Ah Bra Lah-Dah! I'm too short to drive…" Rook said as he looked at Ben, who sighed a bit as he looked over the Omnitrix and slams down.

"Diamondhead!" said Diamondhead as he appeared...scrawnier than usual with his back spikes small points on his back as he is dressed in the black and white jumpsuit of his youth. He motions everyone inside as he got into the driver's seat.

"Okay...lets just head back to HQ…" Gwen said, embarrassed still as Diamondhead drove off, as Eddie looked at this with a surprised look, blinking at what had just occurred as he got his cellphone out.

"Uh...Max? I think you should know something…" Eddie said as the de-aged Diamondhead drove the Proto-Truk into town, trying to not draw attention as he made sure the windows were rolled up.

"Ben, can you turn the heat up? It's too cold in here." Gwen said, her tone a bit whiny as Diamondhead just rolled his eyes.

"I don't mind it being a little cold." The diamond being said as Julie just fell asleep as Rook just groaned a bit, being the oldest there as he rubbed his temple. Then the sound of sirens were heard as they all groaned a bit as Ben pulled over. "Be cool, guys. I'm gonna talk with him." He said as he looked outside as the cop looked in.

"Uh...student driver?" asked the officer, as he frowned a bit. "And why are these minors in this car and some...big housecat?" Rook was about to protest but Ben covered his mouth.

"Uh...I am gonna be meeting my grandpa?" The diamond alien said sheepishly, as the man just frowned before the Rustbucket arrived, Max and Verdona in the front.

"It's okay, Doug. They're with us." Max said as he looked at this...and groaned a bit. "Ooh boy…" Diamondhead gave a sheepish look at this, smiling nervously.

(Later…)

(Plumber HQ. Women's Living Quarters 10:56)

"And done." Verdona said, getting Julie into a new attire as their original clothes were folded neatly nearby as She looked at Julie and Gwen, as Natalie looked at this with Julie's mother.

"You should have stayed at the academy, Gwen…" Natalie sighed at this as she was giving a look to Sunny, who was currently laughing her head off near by.

"It's not funny, Sunny." Gwen said in clear annoyance. She was clad in a blue sundress with a black cat on the front of it and a pair of white pants under it, her arms crossed in annoyance as Julie was clad in a pair of white shorts and a black t-shirt, looking it over.

"Ooh, This shirt looks nice, Mrs. Tennyson." said Julie said as Verdona chuckled a bit.

"Julie is so sweet at this age, Mrs. Yamamoto." Verdona said as she gave as smile as well, Mrs. Yamamoto waving her hand.

"Please, call me 'Aiyo'. So...what happened?" Aiyo asked, curious as Ben and Max walked in, Ben now clad in a smaller version of his old white and black t-shirt from when he was a kid and a pair of overall jeans as he looked up at this, Sandra being with them as well.

"It has to do with that kid, Billy Billions. He zapped us with some weird laser that turned us into little kids. Then his psycho robot bodyguard attacked us." Ben explained as he crossed hi arms with a small look of annoyance.

"Look Ben, it's gonna be okay. We're gonna do what we can to help, okay?" Max said...as Skurd snickered a bit, but Ben wasn't as amused.

"Grandpa, mom...remember. I'm still a teenager, I only look like this." Ben said as Max just nods as he looks at Aiyo and Natalie.

"Alright then. You heard him; if that's the case with him, it's the case with the other three. We need to find a way to find Billy's lab and where the Dimension 12 robots are coming from." Max said as he led the kids ahead. "But in the meantime, I am gonna look for someone to help you four in the field."

"Lets just try and keep this on the downlow for now…" Julie said as Ship hopped after her as they walked into the main area...where the Helpers were sitting to relax, as well as some of the newly inducted agents and Tetrax, who just stared in shock.

"UH…" Gwen said, as she gave a sort of shy smile as Rook was brought in by Blukic and Driba, the two clearly having done some work on his new physiology. The helpers stared in shock...before Manny bit his lip to keep from laughing.

"...Pfft…" Manny lost control and then began to laugh loudly, holding his stomach with his lower arms as he says, "Oh-oh lord...This is-this is just too good!" He said with a laugh as Alan looked surprised.

"Uh...I take it this involves the events around Dimension 12 robots appearing? But why are they so...small?" Tetrax asked, as Manny continued to laugh.

"Hey Manny, laugh at this!" Ben said as he slammed down on the Omnitrix in annoyance before turning into…"SANDBOX!" He said...only to be a large, 5 foot cocoon-like being with a vague look on how it looks like as a matured form...and fell face first into the ground, Skurd crying out as he got squished again.

" _Not again…_ " Skurd muffled as Sandbox tried to wiggle a bit to move as Manny fell backwards laughing, his legs kicking into the air. Helen just sighed as Max and Sandra helped Ben get back up, as his eyes-which were the only thing that could move, was giving a flat glare of annoyance as Julie and Gwen giggled a bit.

"Uh...Cooper? You got anything?" Alan asked as Manny calmed down from laughing, as he got up with a small cough...but saw Max and Sandra trying to keep Ben up, causing him to double over in laughter once again.

"I-I can't! I just Can't!" Manny said, still laughing as Adolherd just chuckled a bit as well, but kept his composure in comparison.

"Well...it's not that funny since you guys have to watch over them when discovering where Billy Billions is at." Max said as he says, "I'm gonna go to Blukic and Driba's lab. You girls go with Verdona. She'll be wanting to help you three out with this." Verdona nods as she motions the moms out as Tetrax looked at Cooper, who was still searching.

"Okay...I think I found where a dimensional rifts started to open." Cooper said, showing the address as Ben turned back to normal.

"Sweet, let's go kick his butt!" said Ben as he ran off, but Tetrax caught him before he could go anywhere, the diamond alien picking him up.

"Not so fast, Ben. It's one thing when you are almost an adult, but you are now very young. You need to make sure we're around. 'Sides, you four are kind of vulnerable like this." Tetrax said as he looks at Gwen. "Especially since one of you could have some magical issues."

"Do not." said Gwen, crossing her arm...as a nearby light bulb shattered just by being near it. She gave a sheepish look as Verdona put a hand out.

"Mind giving me your keystone, Gwenny? I do not think you need it for this mission, especially if it'll just make your powers flux. You'll have it back when we get you back to normal." said Verdona as Gwen nods, taking the necklace off and giving it to her. Verdona ruffled her head with a smile as she pocketed the keystone of bezel in her pocket as Aiyo walked over to Julie and Ship.

"Ship, I want you to protect Julie while you're out there. Okay, boy? If you do a good job, I'll get you some of those flash drives you really like." said Aiyo, petting the mechamorph as Ship nods, forming around Julie and forming the armor. Julie and Aiyo gave each other a quick hug before they went off after the others, who waved as they took them along to the Proto-Truk.

"Be careful!" said Max as Tetrax just gave a thumbs up with a nod, Cooper staying behind as to be mission control as he gave a nod, putting an ear piece on.

(Later…)

(Billions Tower. 12:03)

Tetrax, who was now in the driving seat in his human disguise of a caucasian man with short brown hair and a goatee, his yellow-green eyes narrowed a bit while wearing his jumpsuit in the form of a black t-shirt and a pair of black jeans looked at the others, as Ben, Rook, Julie and Gwen were currently eating out some bags of food with the others.

"Okay...everyone is fed now…" said Tetrax in a clearly flat tone as he mutters, "Why does it take 20 minutes to cook up greasy cow meat and slab it on a piece of bread with a hundred condiments I'll never know…"

"So how come I got the older meal but they got the, what you call it, 'kitty supper', but they are not felines." said Rook, eating a chicken sandwich that was given to him as Manny shrugs at this time, in his human disguise at this time as well.

"It's called a 'Kids meal. Comes with a toy too. You're 12, so you're not getting that. They however are little kids, so it's for them." said Manny as Rook gave an 'aah' in understanding as they finished their food.

"It's not our fault we got hungry." said Julie, her helmet having retracted while in the back seat. "We're growing kids after all."

"Yeah, listen to her. She's smart." said Ben, nodding at this time as he belched a bit, making both Julie and Gwen groan in disgust as Tetrax only facepalmed.

"We better be paid overtime for this…" Alan muttered in annoyance as the car parked in front of Billions tower, as Ben looked outside...and realized something; it was the same building he fought Khyber's dog on the day of the fair.

"Hey, I've been here before." Ben said as they all got out as Helen looked around and recognized the area as she and the other aliens took off their ID masks as they were about to go on a mission.

"Wait…" Helen pressed on her earpiece through her helmet. "Cooper, what else is on this street?" She asked as Cooper clicked his tongue as he checked.

"...Wait...according to this...you're within 30 kilometers to GrandSmith Industries." Cooper said, sounding a bit annoyed. "How did we not know that?!...I"m gonna need to talk with Blukic and Driba later."

"Great…" Helen muttered as Manny looked around, scowling a bit as he saw the front door. "I doubt Billy will let us in."

"I'll just knock." said Manny as he walked over...and kicked the doors off, sending them flying back a bit, as a robotic secretary as typing away in a monotonous pace. "Knock-knock." He added with a grunt as they walked in.

Tetrax looked around and saw a large door, scowling a bit as they walked through the room. It was dark orange in color theme, with gold and red highlights around the area with a large stylized 'B' on the wall in the back that looked like a dollar sign but with a 'B' instead of an 'S'. They walked to a large door as Ben cycled through.

"Allow me." Skurd muttered, looking through before slamming down, making Ben grow out into a large headed, scrawny version of Four Arms with very large eyes and wearing a black and white attire. He looks at Tetrax and Manny, who both nod as they walked to a large door and smashed it open.

They all walked into a hallway towards a single elevator before going into it, Tetrax pressing a button as they began to go up...with a tune that got many of them to be annoyed. "Did he write a theme song?"

"Got a problem?" A voice asked as the computer screen came up, showing Billy glaring at them. "Take it you had to get some freaky babysitters to even get to here, Tennyson."

"Says the guy who is only a few blocks away from where you attacked us." Ben said, crossing his arms. "Plus you're doing all this because people paid more attention to me? That's kinda lame." Billy growled in annoyance.

"And I was at middle school too...I remember that Ben got picked on a lot. How did you get jealous of that?" Gwen asked as Billy just frowned, not wanting to dignify it with a response.

"Look...here's something for you." Billy said with a smirk as the elevator door opened as various laser cannons formed, as Ben scowled at this.

"Really?" Ben asked as he says, "Anyone laser proof keep them from us?" Gwen nods as she concentrates.

"Hespera Sophian!" Gwen said as a dark blue barrier went in front of them as the various lasers began to open fire, Julie and Tetrax able to take on the lasers due to their respective laser-proof armors.

"Okay, lets go!" Ben said as he slams down, as his body began to form…"BLOXX!" He said as he turned into a smaller version of Bloxx, but with a sort of white 'shirt' on his torso with the Omnitrix on it. He shrugs as he zooms around, smashing a few of the lasers as Tetrax fired his own shards.

"Okay SHip, target and fire!" Julie said as the canine-like alien fired at the laser cannons from the palms of the suit, the collective group taking them out as Bloxx looked around, giving Billy a small smirk as he looks ahead.

"So...I take it that's the door to your lab?" Bloxx asked as Billy just huffed, making Bloxx narrow his green eyes in annoyance.

"And what makes you say that?" Billy asked, giving a small smirk...as Bloxx calmly just looked at the door again and gave Billy a flat stare, as if asking 'you're kidding, right?' Billy noticed the look and asks, "What?"

"Ya know, you're REALLY bad at being subtle since you put 'Billions Lab' right on the door…" Bloxx said, pointing at it. "But given that you stink at villain names, that makes sense. Seriously, 'IQ Lad'? That's kinda lame."

"Oh, like you could think of something better!" Tetrax just got a flat look on his face from the childish bickering, as Manny and Helen just groaned a bit. Alan just calmly went around them as Julie and Gwen just stayed focus on Ben and Billy.

"You're an evil…'Genius'" Bloxx added air quotes at that, making Billy to give a faintly offended look at that as Alan snuck around. "What about...I don't know…'Wit's End' or 'Brain Power'?" Bloxx asked...as Billy tapped his chin at that last one.

"...Hmm...I actually like that last one, I'll take it. AFTER I cremate you cretents!" Billy said as he slams a button as a large machine came out, glaring down at them...one that looked like an upgraded, dark red humanoid machine with a styled 'B' on his chest, cracking his dark silver Robot had two boot-like legs and dark yellow eyes, which was narrowed at them.

"...Okay, now it makes sense on who sends those death robots after us…" Julie admitted as Rook nods in agreement, getting his Proto-Tool out and fires, but the energy barely got affected as it glared down.

"Hah! You can't Beat my Billiborg! I have it specifically made to take you clowns on! Even that Mechamorph armor can't meld with it!" said Billy with a smirk as Bloxx slammed down cquickly on his chest…

"Aww man…" said a voice as Billy looked around, clearly confused before making his screen look down, as did the others...only to see a much smaller version of Grey Matter with a tadpole-like tail and a smaller head and eyes, but having the arms.

"Hmm, an preadolescent Galvan...still useful." said Skurd, nodding at this time as grey Matter looked himself over.

"Well, here I thought I couldn't get any smaller." Grey Matter said flatly as the machine got out a pair of gatling guns at him. "YIPE!" He said as he jumped up, getting onto the arms as the robot tried to get him off.

"What is he-?" Tetrax asked as the robot stood still, before many little robots came out from the spot as BIlly growled in annoyance.

"Hey! Get out of that robot! I built it, so it's MINE!" Said Billy in annoyance as the robot suddenly turned, it's eyes now green in color as it open fired on the smaller robots, as Grey Matter came out with a small smirk.

"Hmm." Grey Matter nods as he motions to the door as it nods, walking over and putting a hand out so Grey Matter can hack into it.

"Nice job, Ben." Helen said with a nod as Grey Matter gave a small smile and nod, as Rook gave him a chuckle.

"Though do not tease me for my bi'nthak after this." Rook pointed out, as Billy just growled as the door opened, as the robot led the group inside. Inside was a large room filled with all sorts of technology and a large portal, with many Dimension 12 machines at the ready, all glaring down at them.

"...This was a mistake…" Alan said nervously as the 'Billiborg' looked at them calmly.

"Do not worry, they are not in attack position yet." Billiborg said, as they all got their tendrils out and weaponized them. "...Now they are."

"Ah man…" Julie said nervously as Gwen took a breath and glared at two robots in front of her. Her eyes glowed dark blue as she put her hands out.

"ERADIKO!" Gwen called out as the two robots began to spark up before exploding, as the shrapnel was channeled towards robots behind them as Julie fired a barrage of energy with Billiborg.

"Okay Alan, Fireball Special?" Manny asked as Alan got onto his hand before he tossed him, Alan transforming mid-flight and rocketing through a few of the robots, as Helen spun around one of them, trapping them within a twister before moving to the right, causing it it to send it towards another.

Ben looks over at Skurd, who nods as he slams down on the Omnitrix, making Grey Matter shine before becoming…"Cannonbolt!" Said a now 3-foot tall version of Cannonbolt, who giggled a bit in happiness as his body was more solid than the segments his more mature form had and less teeth, showing the teeth growth in Arborians was a lot slower.

"What the-?" Billy began when he saw this before he saw Cannonbolt excitingly roll into a ball, as Skurd gave a quiet 'oh no' inside of it as he suddenly sped up, rolling around and began to bounce around the room like a possessed pinball, Tetrax having to duck as he did this.

"Ah boy…" Tetrax as he and the others ducked from getting hit by the living wrecking ball as Billy got into a large suit of armor, glaring down.

"THAT IS IT!" Billy yelled out in anger as a large arsenal of cannons began to point down towards the Plumber agents, all of them getting red dots on them from various points. "I had this suit custom made to take out Ben and his cronies! Even that Mechamorph suit won't save you from me!"

"...This kid is nuts…" Manny muttered, but Cannonbolt was still bouncing around as Billy tried to lock in on him, making the entrapped teen to get frustrated with him.

"STAY STILL YOU LITTLE-!" Before Billy could finish, Cannonbolt giggled as he bounced off the wall and was flying towards the armored suit...making it shatter as Billy yelled out as, almost in slow motion, the others watched as Billy flew across the air as the suit just fell into a million pieces as Cannonbolt landed.

"Heheh, that was fun!" Said Cannonbolt, unrolling as he gave a big grin as the others just stared, looking up at Billy and then at the broken suit.

"...I'll admit, that was kinda anticlimactic." Alan said, crossing his arms at this as his fiery body shimmered a bit. Gwen walked over and saw Mazuma glaring at them from above as she got ready, but stopped when the portal began to beep a bit.

"Uh...Ben?" Gwen said as she picked up his pocket watch, revealing it was a switch and that it was broken...and it was 'on'. The portal began to open up, as it sparked up like mad.

"I don't think the portal can handle it. From the battle, some of the lab's power couplings got damaged." Mazuma said as Cannonbolt looked at the portal as it began to get bigger.

"I don't think it's supposed to do that…" Cannonbolt said nervously as Tetrax looked over the portal and scowled.

"It's got to be powered by the Quartz Crystal from Los Solidad...that place seems to have a near-endless supply. But even then, crossing dimensions is risky." Tetrax said as Helen analyzed it with her visor.

"If we don't close it, we may have some problems...look around it!" She said as the wall with the transporter began to ripple a bit, as if dissolving. "The dimensions are mixing!"

"Uh-oh…" Skurd said as Cannonbolt looked concerned. Julie whimpered a bit, scared but was affected by her body's immature state as Manny got ready for any Dimension 12 robots that got out.

"Ben, we'll need Alien X! It's the only thing that can stop it without the off switch." Tetrax said as the others looked at this. "We don't have time to try and fix it or look around this lab for another switch!" He said quickly as the others just nod.

Cannonbolt looked at Skurd, who just gave a nod despite his nervousness as he slams down, making a bright flash fill the air…

"ALIEN X!" came the tone as the Celestialsapien appeared, glaring ahead...but he paused when he realized how...small he was; he was standing at about 3 feet tall and was kind of on the skinny side, with the jumpsuit from his more matured form but having a sort of cloth 'mask' covering his head, making him look like a kid dressing up as a superhero for halloween, the Omnitrix insignia on his belt.

"What is going on?" Bellicus asked, forming on Ben's shoulder as a constellation as Serena appeared on his chest in a similar way.

"That is creepy…" skurd said, slinking a bit back from her being so close. Serena just gave him a flat stare in response to that as they looked at the portal opening like mad.

"Oh dear…" said Serena as she says, "Ben, what is going on? You seem...smaller. No comment from you, Bellicus." Bellicus just huffed a bit at that.

"Long story short; crazy ex-classmate turned me into a kid and was getting dimension 12 robots to try and kill me as a little kid. AND now the portal is going nuts." Ben said as he looks what it. "Need a hand closing it."

"What about the machines?" Bellicus asked with a scowl, shifting to get on his back, "what shall be done about them?" Ben looked at them and nods, rubbing his chin.

"Okay...besides the robot girl and the one I reprogramed, I'm thinking we can send these scrap heaps back home." said Ben as the two nod at this.

"Seconded!/Motion Carried!" The two beings cried at once as Ben raised his hands up a bit, releasing a burst of powerful energy as he fired out small dots, which were like miniature stars as they hit the robots like a rain shower of dust, making the other robots beginning to fall apart.

"Whoa…" said Gwen, watching with awe as Alien X send the sparkles towards the portal before he grabs it and forces it closed, making the portal smaller and smaller until it was about the size of a softball before it dissipated.

"Well, that deals with that." said Alien X before he noticed a small vault near by and appeared by it, ripping it open and saw the age gun and picked it up. "Found the deaging ray. Lets get big guys!" He said as the others nod.

"You gonna miss the tail, Rook?" Alan asked, as Rook looked at it curiously, as it wagged slightly.

"Hmm...I have gotten used to it-GAH!" He suddenly got slapped by it as he mutters, "Over...it…" He had pure contempt in his tone, annoyed.

(Later…)

(Plumber HQ. 13:43)

Ben and his team were back in their proper ages, as Ben stretched a bit. "Aah...that's better! Back to being 100% again." He said as he watched the news of Billy being taken to a juvenile facility in upper Bellwood, sighing a bit. Billiborg was taken to the Base, as to be studied by the galvan techs.

"You okay?" Julie asked, resting her head against his shoulder from behind as Ben just held her hand with a sigh.

"Guess just...a little concerned I guess...I mean, the kid's had it rough. Maybe things could have been different?" Ben asked as Julie gave him a peck on the cheek with a reassuring smile.

"Don't worry, Ben. It wasn't your fault...it was just ad circumstances." Julie reassured as Ben nods, before noticing ROok was looking outside, a calm look on his face.

"You okay, partner?" Ben asked as Rook gave a sigh, rubbing his head.

"I guess I am...feeling the illness of home as you call it." Rook said, looking to the sky as Ben and Julie looked at each other.

"'Homesickness', by boy." Skurd corrected as he adds, "So you miss Revonnah I presume?" Rook gave a sigh, which answered the question in of itself as Ben rubbed his chin...and gave a nod.

"Maybe you could visit?" Ben asked as Rook rubbed his chin at that idea before nodding.

"Yes...that could be a good idea. Harvest is coming up soon, and maybe you four would like to come with?" He asked, looking at his squad as Julie looked at Ship, who beeped in confirmation as SKurd gave a shrug.

"I got nothing better to do." Skurd said as Ben gave a smirk, taking a hand out.

"Sure. Lets head there as soon as we can make the arrangements." Ben said as Rook gave a grateful smile to his friends, as they went off. Unknown to them, the news switched to Will Harangue.

" _Good Afternoon Bellwood. We have breaking news. With the heir of the Billions Industries company being one of Ben 10's various victims, I have been given word that he had picked up a successor as his head. This is Miss...Mazami?"_ Will asked, looking up at the woman in front of him.

" _It's Mazuma, actually. Mazuma Yenzi. My adopted father is Japanese."_ said the voice of the woman...who was revealed to Mazuma was smirking a bit, wearing a black suit with the Billions insignia on her right breast pocket, her eyes a dark orange-amber in color. " _And I plan on bringing Billions Industries back to it's fullest potential_." she said, looking up as her eyes flashed red for a second, chuckling a bit.

(Elsewhere…)

In the bus heading to the Juvenile Hall, Billy looked up and saw a few people in there a well, before a devious idea came to mind as he chuckled a bit. "Soon Tennyson...payback is mine...I just need to get the right time." He chuckled deviously, rubbing his hands together.

End of Episode 9

Man, this was a long time coming, huh? I apologize for the long wait everyone. I would like to thank everyone

who helped me with this. From Zigwolf and Wildgun-Edge with the concepts behind this episode, and KevFilms for his own input, and of course the continuing support of everyone else involved. Next time it's going to Revonnah, so please Read, Review and Suggest Away!


	10. Tennyson in Farmland

Okay, here's the next episode. Be warned, however, some new things are gonna come from this chapter and it's only loosely based on the episode from the original show. Yes, it involves Revonnah, but characters that were shown importance later on come in early. Anyway, I do not own Ben 10, Man of Action does. I am just hoping I am entertaining you all.

Tennyson in Farmland

(Outside of Revonnah Orbit. May 3rd, 19:04 earth time)

The Proto-Truk was flying towards a large, dark blue planet with dark clouds and what looks like very rugged terrain from afar. "Wow, those upgrades you and Cooper did to the Proto-Truk has made this able to go far." Julie said, looking at this.

"Indeed. His assistance is greatly appreciated." Rook said, giving a small nod as he sighed a bit. "It is good to be home. Revonnah is a beautiful planet, and my village shall be accepting of you." Ben gave a nod as Skurd gave a small sigh.

"Ah Revonnah. I heard many a great thing of your planet, Rook. I hear it is rather pleasant in temperature, the mountains are very high but bustling with nutrients for that...weird fruit you always blathered on...Amber Ogia, yes?" Skurd said as Rook nods. "Sounds quite relaxing."

"Do not think this is merely a vacation, there is gonna be work involved." Rook mentioned as Julie nods, understanding.

"We got that. Ben told me that when he was twelve, he helped work on his cousin Clyde's farm with Gwen and Max. Right?" Julie asked as Ben shrugs.

"Well, before that we met one of Ghostfreak's henchmen on a farm, but Clyde's mom is a LOT more easy going than that workhorse…" said Ben as he rubbed his neck. "Heck, in comparison, it was actually more fun since they DID have it be more advanced. I just had to help pick stuff out of the garden and stuff. She even let me drive the tractor once."

"Why only once?" asked Rook. There was a brief silence from the Omnitrix bearer until he finally breathed out a shaky shudder, body instinctively trembling at the thought.

"The Scarecrow incident...don't ask, long story." Ben said, as the ship was going towards the planet...but had to maneuver through some fireworks. "Whoa! Missiles!"

"I thought you guys were farmers!" Julie screamed out in shock as Rook just chuckled at how panicky they were.

"They are what you would call 'fireworks'; we fire them off every year to fend off the rodents. They do not like fire." Rook explained as Ben nods (albeit still rather disturbed by the close call), Julie sighing a bit in relief. Finally, with the conclusion of its descent, the ship landed outside of a mountainous area; its high cliffs laiden with dark blue-green grass and light brown stone.

The three went out as Ship looked around curiously, slinking around as Rook gave a wave to the people. They all had similar appearances to Rook; all had a similar color of periwinkle and the eyes were the same red color with yellow sclera but wore mostly dark brown attire with white collars and rims on their sleeves and wrappings on their bare feet, revealing four-toed pawed feet.

They all looked warily at them as Ben looked a bit as they went to a larger ranch-styled home, which had a sort of crest on the door; it looked like a chess piece, a Rook, but with a rounded top like a silo and a small spear head in the middle.

A small female Revonnahgander with a brown dress and a fuzzy periwinkle and dark purple furred belt around her waist was playing around outside, chasing after a young male one with white face paint and a short raccoon-ringed cattail, giggling a bit before she paused, seeing Rook. "Blonco has returned home!" She exclaimed as she, the boy and a preteen young girl all ran up, tackling into Rook with a laugh as the four went down, Rook just laughing.

"Shi, Shim, Young One. It is wonderful to see you three." Rook said, chuckling a bit as he ruffled the boy's hair. "And you have gotten bigger since I have seen you, small one."

"Gah! Blonco!" said the boy with a laugh as an older female Revonnahgander came out, smirking a bit. She was fairly attractive for a feline alien with thick purple lips as she came over and helped her brother up.

"Hello older brother. Good to see you return." The young woman smiled as she looked at his team curiously. "And this is…?"

"You do not know Ben 10? Shar, you are very much behind." said the youngest of the group as the newly dubbed Shar just pushed him down a bit.

"Do not tease, Brat. I am not obsessed with Tesser bursts like you are." Shar said as Rook chuckled sheepishly.

"Ben, Julie, Ship and Skurd, these are my siblings; the eldest of my younger siblings is Rook Shar, she is only about three years younger than I and is honestly the only one who is as mature as I. Then there is Shim, she is seven years younger and is quite shy, Shi is the second to youngest at nine years my junior but she's a bit of a wild one, and finally there is Young One. He still has his B'thack, but he is twelve years younger than I." Rook explained, as he chuckled. "But he is quite a trouble maker, that is for certain."

Ben chuckled as he ruffled Young One's head, making the boy chuckle a bit sheepishly. "Don't worry, I was kinda one myself at about your age." Ben looked around the farm, which had a large field filled with large stones littering the land with strange fruits growing out of vines wrapped around it. The stone appeared to be aged, but algae growing from it.

"What is this?" Julie asked, looking at a rather green-looking bud on one of them and tapped it, but it gave off a rather hard sound. "Ow...it's like a rock…"

"That is because it is not ripe. Amber Ogia is quite hard when in its young stage." Shar explained as Julie nods as Rook picked up a sickle-like instrument and cut off one of the larger, coconut-sized amber-hued berries and handed them each to Ben and Julie.

"This is the true form of Amber Ogia." Rook said as he took a bite of the juicy fruit, the liquid escaping down his cheeks as he sighed a bit. "Ah...very fresh still. It is a good year."

Ben and Julie both looked at the berries as they shrug, Ben taking a small piece off for Skurd to try as they all looked at it. "When in Rome… or… Revonnah, I guess," Ben muttered as they all took a bite of the fruit in their hands. The two took a moment to take the taste in; it was a very sweet fruit, akin to a grape, but it also had a bit of tang like an orange or grapefruit.

"Mmm…" Julie sighed as she swallowed a bit. "I can see why you raved about this fruit, Rook. It's really tasty." Ben nods, finishing his up quickly as Skurd swallowed it.

"Indeed. It has a faint tartness to the end however, but it is quite rich." Skurd said.

"Huh, didn't take you as a culinary expert, Skurd," Ben could not help but dryly comment in amusement with a broad smirk.

"I am many things, Tennyson; you haven't even scratched the surface on half of them," Skurd shot back with a snort. Ship sniffed at the juices that were dripped, curious as it sniffed at it, but the door to the main building opened, revealing two adult figures to come out. One was a much older Revonnahgander male with thick sideburns going into a thick white beard, and a older woman with a turban-styled cap on her head, a dark blue diamond-like object attached to her forehead.

"Blonco, it is good to see you." said the older woman as she came over and hugged the young man, who hugged her back with a smile before he walked nervously to his father and putting a hand out, which he took with a small but stern smile.

"Indeed. Good to see you for harvest." he said as he noticed Ben and Julie, who gave sheepish smiles as his face got very serious. "And...these are our guests, yes?"

"Eyes, they are." Rook nervously stated as he looked at his friends. "Ben, Julie, Ship, Skurd. These are my parents; Rook Da and Rook Bralla." Suddenly the sound of footsteps is heard, as a yawn is heard.

"Da, what is that? Am I hearing my first grandchild?" asked a older voice as Bralla chuckled a bit, Da sighing a bit as he looks behind him.

"Yes Mother. And he has brought offworlder guests." said Da, making Ben and Julie look at each other at the word 'outworlder', as the sound of a cane is coming out of the building.

"Well, do not be rude, Da." said a voice as a walking stick bonked Da on the head, making him cringe a bit as he rubbed his now sore head as an elderly Revonnahgander came out, smiling at Blonco. She had dark purple fur with faint white streaks on the sides of her long, periwinkle hair, a red diamond in display inbetween her hair. Her eyes were cat-like with red irises and yellow sclera and wore intricate face paint; it was white in color but with three black stripes on her forehead and two on her cheeks with dark blue spots around the two stripes and black lipstick on her lips, and wearing a simple dark brown dress-like attire like her granddaughters but with black pants under it and light brown tape around her feet. With her at all times is a 5-foot long walking stick with what appears to be small bobbles wrapped around it in thread.

"Hello, Grandmother Rafi." said Rook, hugging the older woman who hugged him back with a small smile before she backed up...and bonked him on the head. "OW!" he exclaimed in pain, rubbing his now sore head as Rafi was giving him a glare.

"Rook Blonco, you never write! I know you are saving the universe, but a message is not too much to ask." Rafi remarked in annoyance as Rook rubbed his slowly forming bump, chuckling sheepishly.

"...well, that's… one way to greet family," Ben muttered sheepishly, adjusting the collar of his shirt and nervously glancing to the side. 'Okay, I am getting some SERIOUS deja vu here,' he thought to himself, '...but where from…?'

"And I thought my Oba was smothering…" Julie muttered in shock as the two coughed a bit and waved a bit with a smile. Rafi looked at them and nods.

"Well, what are you two waiting for? It is freezing out here, you hairless creatures will catch a death of cold if you do not come in. I shall help Bralla and Da with food." Rafi said as she led the two inside.

"She is quite...hospitable…" Skurd said, using the best word to describe her. Suddenly a soft growl is heard, surprising the off worlders.

"Ah, Spotty is here." Rook chuckled a bit as something came out of a living room area, growling softly as a large feline had a sleek green fur with orange spots coating it, small horns growing behind each ear and dark brown eyes with yellow sclera. Ben and Julie nearly leapt back at the sight of the beast, while Ship instead tilted his head curiously. Shi and Shim both eagerly hugged the large creature, giving it affection as it purred faintly.

"Ah...a Valley Smaou...good choice in breed…" Skurd muttered in fascination as Ship slinked over, curious. Spotty noticed him, giving a confused growl as the large feline and the canine-like blob looked at each other, as if silently communicating before the two stopped and Ship moved back over to Julie, as if giving an okay.

"...what was that?" Julie asked in confusion as the large feline came over and purred softly, rubbing against the two as Julie giggled a bit, petting the horned leopard-like animal as Ben did the same, feeling her silky soft fur.

Da walked over to Rafi as he whispers, "Kundo would not be pleased…" Rafi just rolled her eyes at that, waving her hand dismissively.

"Tut-tut, my son. That old fool is stuck in archaic ways. Remember, it is proper Revonnahgander tradition to welcome guests into home, even off worlders. It is only when they prove to be troublesome is when we need to put up our walls. And we already do that with the vermin." Rafi said, her tone sharp as Da just nods, frowning still.

Later, with Ship resting on a chair, Rook's family, Ben and Julie were all at the table with a large variety of alien food in front of them. "So...is this food made from Amber Ogia?" Ben asked as Da just calmly nods.

"Indeed. The flesh and juice of Amber Ogia can be used for a variety of things in meals. The leaves are also used as fuel for smoking meats." Rook said as he took a few slices of meat and a casserole-like dish.

Ben used some food as Young One looked up at him eagerly. "What is it like to transform your shape?" The shapeshifting hero had to think about that answer for a second.

"It's like a good stretch at first, but then you feel a slight tingling in your muscles for a few seconds. Sometimes, you need to pop a socket back in place, but that usually doesn't happen… anymore." Ben then chuckled as he says, "Heck, whenever I turn into rock aliens, it's usually really cool like rock or diamond starts to grow on my skin."

"Ahem. May you please use proper language at the table, Mr. Tennyson?" Bralla asked politely as he just nods sheepishly before he went to pick up a utensil, causing snickering to occur from the sisters.

"...what?" Julie asked, as she had picked up a strange fork-like utensil, looking at it oddly as a Room quickly took it from them both.

"That is a back scratcher." Rook said, making Julie cringe a bit as Skurd drank some juice through a straw. Shi and Shim both giggled as Julie dropped the utensil with disgust as Ben only cringed.

"Who brings back scratchers to the table?" Ben asked, but before anyone could answer, a knock is heard at the window. Spotty heard it and used her nose to open it. Outside was a feminine Revonnahgander with violet fur, dark hair tied into a ponytail with what looks like crystals in the shape of flowers, and a yellow dress.

"Oh, hello Spotty." She said with a smile, petting the large feline which gave a loud purr. She looked inside and smiled. "Oh...hello Blonco. It's good to see you again." She came in through the window as Rook came over, smiling at her as the girls all giggled, confusing Ben and Julie.

"Rayona, it is good to see you." Rook said, the two sharing a hug as Julie clicked on it, realizing who this was as she looked at Ben, who nods in understanding… and the mother of all playful smirks broke across his face. Julie was quick to shoot him down, however, with a razor-sharp stare; Ben swiftly taking a step back and whistling innocently.

"Yes, hello Rayona. You staying for dinner or did you come to say hello?" asked Da, his voice still rough but his face softened slightly, showing that he liked the girl some as Rayona shook her head.

"I appreciate the offer, Rook Da. But I came to visit Blonco, we have only talked through tesser burst since he left home." Rayona said, leaning against Blonco as Bralla gave a small chuckle, as if knowing something that she didn't know.

Shar leaned over and says, "Every girl in the village has their eyes on Blonco, but Rayona was the only one get his." Ben and Julie both looked at Rook with a curious look, but Ben just chuckled.

"Rook? Mr. 'By the Book Tightwad' himself? A chick magnet?" Ben asked in disbelief as Rook only gave him a small frown in annoyance. "...bow-chika-bow-wow…" he whispered quietly, flashing Rook a playful wink. Julie rolled her eyes as Skurd only snickered in amusement.

"What does 'tightwad' mean?" Shi asked, looking at Shim curiously as Shim just whispered something to her, as she gave an 'aah' in understanding.

Rafi smiled but then heard something, making her frown a bit as she says, "Da...there is something near by." Da nods, understanding her instincts as he got a small torch-like device and went out the door, looking around cautiously as the others went to the window to see what was coming.

Da looked around cautiously before he heard a snarl near by as Spotty came outside, wanting to aid her master as the feline's fur went brittle, the horns on her head extending. Da noticed this and got his blaster at the ready as a large creature came out, growling a bit. It was a dark pink creature with a pig-like snout with small tusks coming out of its lower jaw and armored skin on it's back with rat-like arms and legs. The creature screeched at him as it jumped at him.

Da ducked to the side as he got the blaster and fired a small burst of flames, making it screech back in fear. It got up on it's hind legs and swiped at him, making Da yell out in pain as he felt the claws get to his side. Spotty roared as it slashed at it's armored back, making it squeal in pain before it rolled away, Da clutching his side with a grimace.

"Father!" Rook said as he and his siblings ran to their father, who only cringed at the injury from the claws as Julie came over, checking with a frown. Rook watched the animal cautiously as Spotty growled a bit. "A Muroid that stands on its hindlegs? That is odd.." Rook muttered as he went to help his father, Shar aiding in getting him inside. Ben looked out to the fields, frowning a bit as he was in thought.

Later in the evening, Ben was resting in Rook and Young One's bedroom; Julie was staying with Shar and the other girls, so Ben was given a room with a series of posters with images of a young man wearing armor with a gauntlet on his arm.

"Ben, can I see your hero device?" Young One inquired, his childish innocence apparent as he looks at him curiously. Ben shrugs as he shows the Omnitrix to him. "Whoa…" He looked in awe as he pressed on it, revealing the face. "Unthinkable!"

"Yes, it's so very impressi-gah!" Skurd called out as Young One spun the face around, looking in awe at the faces on it. Skurd was crying out in shock as he was being spun around as Young one was moving it around.

"Whoa! There are so many! Who is this one? Why does this one look insectoid? What does this one do?" He was in a very rapid fire of question, but suddenly the Omnitrix shined from him spinning it randomly.

" _Quick shift Mode DNA unlocked. Accelicorn DNA unlocked. Fuju-Kite DNA unlocked. Serpid DNA unlocked. Marinepod DNA unlocked. Taxerra DNA unlocked. Ursine Majorus Constrictor DNA unlocked. Creephobian DNA unlocked. Rictorite DNA unlocked. Miseripteron DNA unlocked. Maseran DNA unlocked_ " the Omnitrix calmly stated, making Skurd curious.

"My word." Skurd said in shock, looking at this as the radio beeped at this, making Ben and his 'AI' look up in curiosity as Young One eagerly took the radio out and put it on his ear.

"Your audio show is on. Father says that the extranet will rot your brain if you use it too much, but he lets me use this at least." Young One said as he turned it on so that Ben could hear it.

"Spormax, you have caused harm to these fine people for far too long. Come my friends, we shall defeat him and get a blended drink in celebration!" said a rather...cheesy voice as Ben looked faintly amused.

"Wow, unthinkable! Is that something that really happened?" Young One asked as Ben shrugs, chuckling a bit as Ben gave a small yawn before he leaned back, looking up at the ceiling before falling asleep, chuckling to himself over the child's enthusiasm.

* * *

( The northern fields. May 4th, 9:03 Earth time.)

The next morning, Ben and Julie began to work on the fields with Rook and his siblings, Da sitting on a chair next to his mother with Spotty resting near by her master. Rook wiped his brow as Ben looked at all the rocks around them that held the amber ogia.

"So, all these rocks are where the plants grow?" Ben asked as a large, white furred horse creatures with black stripes and cat-like features such as a cat-esque tail, ears and pawed hooves. began to walk around the village led by a young Revonnahgander as Rook gave a nod. "And what were those?"

"Torrabras. They are very sturdy mounts. Roockets tend to be faster though." Rook explained as Shi led a large, six-limbed rodent-esque creature that had brown fur with tan-colored spots, the creature having a mix between a mole and bull as it had four small horns growing on its heads and beady black cow eyes. "And that is a Pyroxivor. It's similar to your earth breed, but we made this one here on Revonnah."

"Whoa…" Ben said as he looks around at all the rocks and frowned, as Young one came over to Rook.

"Brother, mother is needing to tend to father's wounds. So I do not know how we are going to get fast enough to keep up with the other families." Young one said as Julie picked at it carefully to get the fruit out, Ship slinking around curiously.

"I think I got something." Ben said, as he looked through his selection of aliens. He then nods to Skud, who nods back as he slams down, turning into a four-foot tall humanoid alien with white skin with a black and white head with three horn-like growths, white face, along with black hands had four digits and stubby legs gem-like orbs on his arms and three button-like gems on his waist, clad in what looks like a black overall pair of pants with white lines on it, the Omnitrix insignia on his forehead with some small whiskers growing on his lower jaw.

" **DITTO!** " he said, grinning from ear to ear. He then began to split apart, surprising Da greatly as he watched this, but Young One just watched in clear awe at the sight of Ben transforming. The lead Ditto looked at his duplicates, 13 in total, as he nods. "Okay boys. They fed us and let us sleep here. It's only nice we help out with this." They all nod as he looks at them. "You half, you get the scythes. You half, hold the baskets. And be careful for once." They all saluted as they went to work, all of them doing a small whistling tune as they did so.

"Wow, this is really rustic." said one of the Dittos, looking over the scythe as he began to get the vines, slashing through the stems and tapping it with his staff and sliding the fruits into the basket as another did the same, showing off some by flipping it into it with the other catching it.

"We are in farm country." Another stated as they continued to work, helping the family get through quickly as one noticed Ship heading to the fence, looking curious as he set down the basket to follow after him. Ship slinked under, the Ditto following after.

"Hey little guy, get back here!" said Ditto as he ran after them before Ship bumped into someone who was doing the morning rounds, who looked down at him with anger.

"Ugh, filthy monster!" the older being said as he got what looked like a mix between a bo staff and a sickle, raising the blade up and making Ship squeak in fear as it curled up into a ball, but Ditto got in front of him and caught the top of the staff with a second Ditto haven spawn out of the top of him.

"Whoa-whoa-whoa!" said the two Dittos in unison. The top one glared as he gave the older Revonnahgander a glare. "What the heck, pal? Why were you gonna shish-kabob my friend?" The older Revonnahgander standing before him wore a dark red and blue monk-like robe, a bead necklace around his neck and a pair of black pants under it, his eyes were dark orange with yellow sclera.

"A Splixion? On Revonnah? What is an offworlder like you doing in my village?" asked the man with a scowl as Da and Rook ran out with the other Dittos.

"Yeah, I sensed that." said one of the other Dittos as Rook came over and separated the two Dittos, which gave off a beeping sound as they all flew back together and turned back into Ben, who glared up at the older man.

"Master Kundo, what is going on?" Rook asked, as Ben just looked at him oddly before picking up a still shivering Ship, who was likely scared he'd get hurt.

"This abomination came out of nowhere and I went to defend myself." said Kundo, making Ben's eyes narrow in annoyance.

"'Defend yourself'? All Ship did was bump into your leg! That's about as threatening as a puppy rubbing its head against you." Ben said, annoyed as Da scowled at this, but Rook got in between the two.

"Master Kundo, this is my guest; the hero of the Highbreed War and the Ascalon crisis, Ben Tennyson. The creature there is Ship, one of the beings who went to Atrosia to help take on the Highbreed Supreme." Rook explained, as Kundo growled as he was about to say something, when a cough is heard.

"Somethin' goin' down here?" asked a voice as the four looked up to see a large Torrabra coming up, wearing a white saddle with the Plumber insignia on each side before the rider came off, standing over 6 and a half feet tall was a jade green humanoid with 2 inch-long tusk-like growths on his lower jaw, blue eyes with black sclera and a small snout-like nose with a very thick dark gray mustache etched around his face. He is attired in a dark gray shirt under a brown jacket with lightning bolt-shaped fringes on the front, a pair of black slacks and his Plumber badge in the shape of an 8-pointed star on his right side, a revolver attached to his belt, and black size 30 boots with two sets of spurs on the back of each and dark gray gloves on his hands.

"Nothing is wrong, Watt-Sen. As long as your fellow outsider keeps to himself." Kundo sneered as he walked by, as he gave Da a small glare, making him back up slightly which Ben caught, frowning a tad as a result.

"...Well, he was charming." Skurd muttered to himself, his tone flat as a sheet as Ben just nods in agreement, petting Ship to comfort him as Wat-Senn sneered a bit.

"Don't mind him none. That's just Kundo, he's head of this village. Part of some sort of high order of martial arts or somethin', I dunno." he said as he looks at Ben with his blue eyes. "Wait…'Tennyson'? You're related to Max, am I right?" Ben just nods as the giant smirked a bit. "Heh, that old dog ain't dead yet? He's still as tough as ever. De name's Wat-Senn, Ric'dan Wat-senn. I'm the sheriff 'round these parts since the Highbreed invasions."

"Nice to meet you." Ben said, shaking his hand as Da went back to the house, concern clear on his face as Rook looked concern. He looked at Ben and leaned over to him.

"Ben, I would highly recommend to not get too close to Kundo. Let me just say I do not wish to see how he is when he is annoyed." Rook said as Julie ran over, Ben handing her Ship as the alien curled in her arms, whimpering a bit.

"It's okay, Ship, I'm here." she reassured, holding the small blob in a comforting manner as Rook motioned them along. The two followed after him to go into the village, as he got a small list.

"Mother told me and Young One to go out shopping, you are free to come with." Ben and Julie both nod as Young one tagged along, smiling up at the two as he looked around eagerly.

"Just getting some supplies for supper tonight. Plus it is nice to get to see the other villagers." Rook said, looking around the village. It was a rather closed off community with a 16 foot wall around them, but the people seemed content as many children were running around. Many shopkeepers were opening up, getting things such as pottery, rugs and many other forms of trading goods out as they walked around.

Ben looked at the bustling community, but the wall made him a little uneasy before he heard some groaning near by. The group then ran over and saw a few annoyed Revonnahgander, who were looking at a large rock that came from an overhanging peak. "What's wrong?" Julie inquired, concerned if anyone got hurt.

"Just this cursed rock...it fell from up there and now it is corrupting our path. We need to move it somehow, but the Pyroxivor are not that strong." Said the man as Ben looked at the others and nods, backing them up before he got his Omnitrix at the ready and slamming down...before everyone watched in curiosity as a new alien started to take form, forming into a round shape.

"..Where did you get this one from?" Julie asked in confusion sa before them was a large, red creature with a rounded humanoid build and a black helmet-styled head with yellow-green eyes, but with a large mouth on his abdomen with large teeth and black lips, medium-sized arms with fairly large four-fingered hands in comparison to a human (akin to a gorilla's), yellow bulbs on his arms and dinosaur-like feet and a long tail, clad in a white pair of pants with black boots and white and black gloves with elbow-length sleeves attached, the Omnitrix insignia on his neck area attached to a collar of sorts.

"...What the?" asked Skurd in clear confusion as he got a small log out and began to read it over. "...Huh, Makuyama DNA...must've gotten it from that Mot character from last week."

"Unthinkable! You are Slapstrike from the show!" said Young One eagerly, as Ben only raised a would-be eyebrow at that. He then looked at his fairly large hands at this time.

"Slapstrike? Eh, I don't want to mess with the show with that name...how's... **Slamstrike**? That Mot was pretty good at that." said the newly dubbed Slamstrike, looking up at the rock with a frown as he cracked his knuckles and went to lift it but even as he lifted it, he started to teeter before putting in it back down. "Okay, this rock is WAY too awkward...maybe I can just smash it to pebbles?"

"That can work. Just be careful." Rook said as Julie looked at the rock and moved Ben to a good spot, nodding as she pats it.

"Around this spot can do. It'll make sure no rock debris hits the others." Julie said as Slamstrike nods and tried to punch at it, but it only moved a bit. He growled a bit before slamming his fist against it, releasing a pulse of energy and cracking it. That surprised many as a perfect imprint of his palm was in it.

"Whoa…" said Slamstrike as Skurd looked up at him with a small chuckle.

"Did you not know? Makuhamas are able to release powerful concussive bursts of energy from their palms." Skurd explained as Slamstrike smirked a bit as he backed up, concentrating as he powered up a small bit of energy on his hands...and smirked largely.

"AhahaHA!" he said as he began to palm strike the air, releasing energy towards the rock as it began to blast at it...as he began to give off an odd battle cry;

" _ **ORAORAORAORAORAORAORAORAORAORA! OOOORAAAAAAAA"**_

He smirked as he continued to strike at it before he gave it a crude gra of sorts and slams it hard with his hands...as it suddenly sent the now much smaller boulder flying into the sky with a small 'ding' in the distance...leaving an awkward silence as they saw that.

"...Nothing like overkill…" Skurd muttered as Slamstrike gave the group a rather sheepish grin. Rook and Julie both shared a sigh as the other Revonnahgander were looking at the sky with shock.

"Better turn back…" Slamstrike palmed down as he gave a sheepish look as Rook looked at Young one and gave him the list and a bag of coins.

"Take this and buy the supplies. I am going to show Ben and Julie the hunters." Rook said quickly as he pushed them along, confusing the two with his panic as Young One just shrugs, heading off to get the stuff.

Back at the Rook Family farm, Da was currently looking at a dusty, aged item in his room; a broken sickle with an inscription carved into it, likely by hand. It read 'Looking to the stars always.' He sighed a bit as he put the broken tool back into a wooden box in an open drawer by his bedside. Staring out into the distance, he closed his eyes and uttered a small whisper; a prayer of some sorts, in his native tone.

* * *

Later, the three Plumbers were near the outskirts of the village but heading towards a large set of doors with Rayona walking by, giving a small smile as Rook nods, smiling at her as they passed her. Julie watched this and smirked a bit as she says, "Easy there, lady killer."

"Wouldn't want to make your girl jealous now, would we? Or is Mr. By-The-Book a heartbreaker too?" Ben teased as Rook punched his arm with a grunt and roll of his eyes.

"...Well...I think I should tell you…" Rook said, seeing Rayona pass as he makes sure no one else was nearby. Julie noticed that her normally serious and calm friend looked fidgety, even nervous, as he got a small box out. "I have something for Rayona. I always kept in contact with her through messages, but...I am wanting her to well...be my wife I guess I can say."

Skurd looked at this with shock as Julie squealed in excitement, hoping a bit in elation at the idea of that. Ben gave him a wry grin. "Wow, that's pretty cool, man. Take it you're gonna ask when you get a chance?" Rook gave a nod as Ben pats his shoulder, giving a teasing smirk. "Just don't wake the base up, kay?"

"Wait, why would-" Rook's eyes widen for a second when he realized what he meant by that and gave him a small scowl in annoyance as he mutters, "That is not humorous…"

"Oh, on the contrary," Ben began with a snort, "It was hilari-"

Suddenly there was a roar outside of the wall, making the three go wide eyed. They all got into the defensive, looking around cautiously.

"Ship, scanner!" Julie said as Ship morphed into a helmet for her to wear as she checked outside, frowning as she found someone running towards the door. "We need to get out there, now." Rook looked a little apprehensive at that, but Ben was quick on the move as he slams down on his Omnitrix.

"Bloxx!" Bloxx cried out as he shoved the doors open with expanded fists, opening the doors wide before the guards could react before seeing another Revonnahgander...wearing something different from the other Revonnahgander inside of the walls; he had white face paint on his face like others, but wore a dark violet robe with red rims, looking similar to Kundo.

"Help! There is a monster in the woods! They attacked my village!" said the man as Bloxx looked confused and squinted a bit. Soon as he caught sight of this 'monster', his eyes shrank to the size of dots; the Revonnahgander exhaling a sharp gasp of horror. It was a very large Muroid, about triple in size of the usual with razor sharp tusks and glowing orange eyes, wearing what looks like a helmet-like device on his head. It roared out loud, a pig-like squeal that rumbled like thunder, as it charged towards the Revonnahgander.

"You two, take him inside! Julie, Rook, with me!" said Bloxx as Skurd's spread over to his arms and began to form into magma-like arms, akin to Heatblast. Bloxx then morphed them into maces, glaring ahead as Rook got his Proto-Tool into a bo staff-like form as Julie saw some nearby flares and got an idea.

"Ship, let's add some new armor." she said, motioning to the two blasters as Ship nods, zipping over and collecting the small flares. He then formed over Julie as his armor began to shift and change over, gaining a set of armor with a draconic look to it with a horned helmet, a green screen in what looks to be a 'mouth' and glowing rims on the sides, the green lines taking more zigzagged forms to make it look like fire with swirls on the top with Ship's eye forming on her breastplate, with each hand becoming a set of blasters with a dragon-like head on the end of each gun.

"Whoa, so that's how that's done." Bloxx said, dodging the Muroid's claws before punching it with a mace-like hand as it roared out in annoyance from the fire. Julie then fired out a blast of flames from her wrist-mounted flamethrowers as Rook slammed into it; the great beast smashing its body down onto the earth. The force of its weight created a shockwave, dispelling the flames as the beast gave a roar.

"Okay...This form will not do…"Skurd muttered as many people began to appear, Young One sneaking through the crowd to see what is going on as Bloxx slammed down, making his body shine as he began to turn more...horse-like.

"What in the-?!" Ben yelled out with a small whiny in his tone, turning into a humanoid equine creature that is about nine feet tall with white fur,three-fingered hands that have thick hoof-like features that are light blue in color, a muscular but lean build with a black mane tied in a ponytail with a curved blue horn coming out of his forehead, yellow-green eyes with black pupils under a spartan-style helmet and wearing black armor with white padding, with his lower body connecting to a strange looking 'wheel'-like protrusion that looks like a large light blue orb made out of a sort of pearl-like shape, with his belt having the Omnitrix insignia on it. "I'm a horse?!"

"You are now looking like Unitaur...how did you even get that one?" asked Rook, confused as Skurd tapped his chin.

"Must've been one of the aliens the boy unlocked last night. You may be able to get this alien for some good use." said Skurd. "Looks like friendship really IS-"

"If you dare finish that sentence, Skurd-!" the newly-shapeshifted hero began; trying his best to move onto the offense...but was having some awkward time keeping his balance. "A-Ah crud!" the horse alien said awkwardly as he tries to keep balance. With a clumsy flail, by some miracle, he caught the Muroid; his pearl-like wheel spinning in reverse to try and slow it down as his hooved hands and horns began to faintly glow.

"Hold him still, Ben!" Julie said as she fired a ball of fiery energy at it, making it roar out as it got hit and got back a bit, roaring out as the fires were formed, resulting in it to swat at the flames with a snarl.

"Come on…" Ben said; the horn's glow suddenly flaring up before projecting an orb of white-hot energy. The blast smashed into the Muroid, exploding into a white fireball-like burst and knocking it back a bit. "Whoa…Unitaur nothing...I'm callin' him **Uniburn**!" he said with a smirk, clenching his fists with a pump as Rook ran over to the creature, his hand glowing a bit.

"Stone Cutter!" He said as he punched it in the face, sending it flying as Rook panted a bit, glaring ahead as he looks up. "Hmm...let's go to the woods...there could be something there." Rook said as Uniburn and Julie nods, both following after him as Uniburn looked around.

"Hmm…" Uniburn looked around cautiously as his wheel was having some trouble getting around certain terrain. Quick to react, Skurd grew out some of Stinkfly's legs on the equine's side. Uniburn then noticed something outside of the village; a large altar of some kind. "What the…?" he asked as he read over the spot written in the stone. "Hey Skurd, can you translate this?"

"Of course." Skurd said as he read it over. "It's in Revonnahgander language, of course. It reads, 'To the brave hero who had dreams of touching the stars. Lie here among the harvest…'" Skurd's eyes squinted a bit, as if trying to see if he read the name right. "'Beloved son...brother...and hero...Magister Rook Fra'?"

"'Rook Fra'? A relative of Rook's?" Uniburn asked, frowning a bit as he looked around, rubbing his chin at this. "Okay, so his relative was a Plumber...but wha-" Suddenly there was a beep from his Omnitrix. "What's up?"

" _Ben, we found something! Follow the signal!_ " Julie said in a panic. Uniburn spun towards that spot, moving quickly around the jungle as he got on a flatter stretch of land...only to stop when he saw a large collection of upturned earth and torn apart rocks.

"Bralla Dah…" Rook whispered in horror, as Uniburn turned back into Ben. Skurd shook his head, scowling as Julie's helmet went down and Ship whimpered a bit. "This entire field...was ravaged."

"This ain't just a big rat...something worse is here…" Ben said, looking around with a scowl. "We better prepare for what's to come. And I think I got an idea...what time do we put the harvest away?"

"Tonight, why?" Rook inquired as Ben had a small motion to get the idea to them. A little confused, they both nodded as Skurd looked back to where they found that monument, deep in thought...

* * *

(The Village Square. 18:45)

"A good first day." Da said, nodding as everyone of the farmers got their food together to celebrate the first day of the harvest festival as many amber ogia berries were being put into a large silo-like device, as Julie only looked up and wrote it down on her notes.

"Okay...I am doing some math...and this stuff should likely last for a whole year, if a few months after." Julie said as Rook nods, chuckling a bit before he noticed Ben with the kids, entertaining them as the new Slamstrike alien.

"Heh, ease up kids." said Slamstrike said, as he went over to some of the catering spots for one of the berries to have a snack, only for him to notice it had a darker orange color as well as a light green top. "What in the…?" he asked, looking it over as he says, "This looks kinda...off from the other berries."

"What do you mean?" asked Young One as Slamstrike began to squeeze it...only for the large fingers to squish the berry with ease, making him cringe in disgust as it began to seep around his hand.

"Ah...ah boy...t-that's just...UGH…" Slamstrike said as he tried to wipe his hands with the other...only to get it stuck together. "What the-okay, this fruit was NOT this sticky before!" He tried to get it off, but was stuck together. "...oh NO…"

"How did that happen?" Da asked, walking over as Skurd looked at it and sniffed, but gagged a the smell. An impressive feat given he has no gag reflex to speak of.

"I think there is some rotten fruit in the bunch…" Skurd groaned in disgust, as Da scowled at that accusation.

"What do you mean? I never seen Amber Ogia go bad before it is picked." Da said as Rafi came over, looking it over with a chuckle.

"Must've been from a bad vine. Come on." She then got something from a vial in her pocket and began to pour the water-like liquid onto it with a few drops, causing the sticky material to dissolve. "The rotten berries are usually picked first. The Muroids must've disrupted this harvest from the early morning. We use the sticky juices to make the adhesives to keep the houses together."

Slamstrike nods but then hears something in the distance, frowning a tad as he says, "Anyone else hear that?" Everyone looked up and, in shock, see the wall getting broken down by something… and, with a great bellow, the giant Muroid tore straight through. This time, however, it was flanked by many smaller ones; all of them wearing strange helmets on their heads as they screeched out.

"They are here! Warriors! To me!" Da said as he cringed a bit, holding his side a tad but got a blaster at the ready, many others doing the same. Ship nods as he forms into a cannon that Julie got inside of, getting ready to blast the larger one.

Slamstrike looks at Skurd as he nods, slamming down as he turns into Rath, roaring out as he jumps at them and slammed them around. "LEMME TELL YA SOMETHIN', GIANT ARMADILLA RAT PIGS! Rath is gonna take you all to PAIN TOWN! AND THEN SERVE YA UP AS PORK...armadilla...rat… CHOPS!" Skurd then grew out Four Arms' extra limbs to give some more punching power.

A Muroid hissed a bit as it charged at Shim. With a pounce and a roar, however, it was swatted aside effortlessly by two of Rath's appendages; the Appoplexian landing in a crouching stance, growling fiercely. The Muroids hissed as they jumped at Rafi, but she just slammed it to the side; spinning around to sweep-kick another, tripping it up and following up with a palm strike, sending it hurtling into a third.

Shim and Shi cheered for their grandma as she did a backhand to one that tried to jump at her. "LEMME TELL YOU SOMETHIN', ROOK'S GRANNY... ROOK...YOU ARE AWESOME!" Rath said, grinning widely at the sight of that, kicking aside one of the Muroids.

"...Am I the only one with a normal grandparent in this team?" Julie said in a joking tone as she fired a torrent of flame towards the Muroid giant; the great beast hissing in annoyance from the blows. Spotty raced forward and bit onto it's tail, light orange blood spurting out as the creature roared out in pain.

Spotty jumped off and spat out the liquid, shaking her head in disgust. Rath saw this and accelerated forward, roaring out, "BELOW ORION'S BELT!" He elevated one leg into the air and smashed his foot into its gut with a great roundhouse kick, making the beast roar out as he nods. "Rook Blonco, now!"

"On it!" Rook said as he jumped forward, his hand shimmering a bit. "STONE CUTTER!" he cried out as he punched the beast in the face, launching it hurtling back. The Muroid flopped and skidded across the ground, before slumping down; out cold with a weak groan. Rath belted out a hearty laugh of triumph as Ship barked a bit, glaring at a spot as he turned back into his blob form.

"What?" asked Skurd as he and Rath turned to see someone making up with a basket of Amber Ogia...only to be stopped by Wat-Senn, glaring down at the smaller man. His dark blue eyes were narrowed darkly, hand going for his pistol over the much shorter perpetrator.

"Don't make me whip this out, boy…" the giant stared him down before picking him up, surprising the alien as he lifted him up to get him into the light. He was exposed to be a figure dressed in a red and black jumpsuit with a silver belt and goggles over its eyes, with yellow silts for sight. It screeched in fear, trying to wiggle free.

"Wait...that's-" Julie began as a whistle is heard, making all the still conscious smaller Muroids run off with whatever they could pick up as they ran away through the hole, the giant still out cold as Kundo arrived, seeing the disarray.

"What is going on?" Kundo asked in a dangerously low tone, his eyes going right for Rath and Wat-Senn as the large tiger turned towards Kundo with a growl

"LEMME TELL YOU SOMETHIN', JERKISH PROUD WARRIOR RACE GUY WHOSE NAME RATH CAN'T REMEMBER RIGHT NOW!" Rath began in protest, throwing his arms out in the air, but Rook quickly shook his head to try and stop the angry feline.

"We got attacked by this giant muroid...like the one the other Revonnahgander explained to us earlier today." Rafi interrupted, giving him a scowl. "It wasn't a 'trick of fancy' like you tried to make it out to be earlier at the meeting." She then motions to the unconscious beast, who groaned. Kundo scowled at the way she spoke however, not liking the contraction in the way she said the insult to him.

Kundo merely scoffed, knocking out the accusation as he explains to the other villagers, "I do not take the word of some outsider. The word of our own people should be what we care of, not the madness of someone who has no affiliation to our needs." In a flash of emerald green, Rath was replaced once more by Ben; his fist clenched and an angry scowl etched across his usually jovial face.

"Hey, he isn't just some outsider. He's a Revonnahgander, like you!" Julie said, as Kundo gave her a warning glare at this as he kept his composure however.

"Everyone...emergency meeting...Wat-Senn, you keep your fellow outsiders here. Rook Blonco...you are to come with us." Kundo said, as Rook gave a small nod as the villagers all followed, Ben and Julie sharing a concerned look.

"That's comforting," Ben sarcastically spat, glaring daggers into Kundo's back, relaxing his fist and resisting the temptation to do something he'd usually regret. But he was worried for his friend's sake...

* * *

(Main building. 20:01)

Later, Wat-Senn was with Ben and Julie outside of the village hall, likely to be kept in the dark of what is going down as Ben paced a bit, annoyed. "UGH...I wish I knew what was going on in there…" Ben muttered in annoyance, especially over what Kundo said as Wat-Senn just relaxed...before casually getting out his plumber's badge.

"Why is he acting like this? I mean...Rook's relative was a Plumber too, was he not?" asked Skurd asked as Ben just continued to grumble in frustration. Julie looked up at this, surprised as did Wat-Senn.

"Wait, where'd you-...the plaque, eh? Take it you found it? Figured someone might…" Wat-Senn said with a sigh as he pressed a button on his badge as the feedback is heard to get a signal without Rook realizing it. "Come on, I'll lead ya'll to the meeting. Make sure that Kundo doesn't do anything stupid." He motioned them along as he says, "Though...I'd suggest stealth." He pressed a button on an ID mask and it made him vanish from sight as he put it on.

Julie nods as she says, "Ship, Stealth." Ship nods as he wraps around her, turning on her stealth suit as she vanished. Ben slammed down on the Omnitrix...turning into a small flea-like alien.

"The Itch? Well...better than nothin'." said the flea-like alien as he jumped ahead as Skurd rolled his eyes. Stinkfly's wings withdrew out of its back to allow for more distance as they flew around, Wat-Senn whispering to them to keep ahead as they went to a room; the senior Plumber setting a signal up for them to be able to hear what is being said.

Inside, the Revonnahganders were in front of a large glowing crystal as various smaller ones were hung all around, Rook sitting across from where Kundo would sit as the older Revonnahgander began to pace, frowning a bit.

"You have been a grave disappointment, Rook Blonco. Allowing yourself to be tempted by the same folly as your uncle, to betray our people by leaving Revonnah...and allowing off worlders to come during our most sacred of times." Kundo said, his tone icy as Rook clenched a fist.

"With all due respect, mentor, but this is a grave issue that is not just in our village. And do not bring my uncle into this. Rook Fra sacrificed his to save our planet. It is why I wanted to be a hero like him." Rook said, as Kundo scoffed at this.

"So little you children know of your own uncle...and of your pure irony…" said Kundo, as Da was about to stand up but Kundo only glared at him, stopping him in his tracks as Shar looked at her younger siblings in concern.

"What does he mean?" Itch asked himself, as he pressed his ear against the door as he snuck under the crack, buzzing around to avoid light...only to see an odd-looking lantern as he says, "Oooh...pretty…" He started to fly towards it.

"No, it is a trap!" Skurd said, slapping him in the face with a tentacle, snapping the flea-like alien out of it. The Itch hastily nodded, flying to a spot to get a good view. Kundo sneered at the Rook family as he put his hands behind his back.

"For those that aren't aware or too young to remember, many years ago a group of Plumbers came to Revonnah as a rogue agent came to our planet. Your uncle, Rook Fra, took him on and tried to fight him but was ended by a blast from the agent's own laser." He advanced forward, leaning into Rook's face and growling darkly, eyes ablaze as he hissed, "Burned through his heart in an instant… he was dead before he even hit the floor. Unlike what that Wat-senn character says, they pollute the universe with their brazen disregard for other planets sanctities. Try to make themselves the 'law' of this galaxy. Despite that many just wish to remain on their own." Kundo explained, as the Revonnahganders just looked unsure.

"Kundo…" Rafi whispered in a warning tone as Da looked to the side at this, sighing a bit as Rook got up, glaring at his mentor.

"That is not true, Master Kundo!"a voice shouted in protest. Kundo's head swerved to the side to Young One, who glared at the older Revonnahgander. Kundo response was merely another curl of his lips into a sneer. "The Plumbers protected us from the Highbreed, remember? Wat-Senn stayed after the invasion to make sure no one could hurt us. All the while we are stuck behind the walls!"

"Young One, do not speak out of turn…" Bralla said in concern, as the Itch watched in concern for the kid as Rook stood in front of Kundo, glaring at him.

"Mother, Young One is correct. I have been beyond the wall for a couple of years now. And it reminded me of what Rook Fra wanted for the Revonnahganders of this village; to be able to not be afraid of what is beyond the stars. Something you clearly want us to continue to do. You may be my mentor and a respected elder, Kundo...but you are wrong about the Plumbers. They wish to protect our world and many others." Rook said, as Kundo clenched his fist in anger at the insolence. Rook looked to his father, seeing the uncertainty on the older being's face. "Father...do you not see what is going on? Our way of life is in danger, but Kundo doesn't want us to do anything!"

"THAT is because it was because of outside influence that this is even occurring! If it was not for the Plumbers, no one would even come here!" Kundo said, his tone dark and filled with a warning. "It is just like you, Rook Blonco...as insolent and brazen fool of a boy as your uncle before you. I guess I must show you discipline that your father clearly failed to do."

"My father is twice a man you are." Rook said, his eyes narrowing a bit. Kundo's lips curled into a ferocious snarl and his fist immediately clenched. The warrior lifted his arm in the air to strike, but Da's eyes widened when he saw this.

"Son, move!" Da said as he pushed his son aside, and took the blow as he got sent back, the Itch's eyes widening in horror as he saw Da hit the ground with a grunt.

"FATHER!" his children cried in horror as they rushed over to him, as Kundo scoffed at this as he walked over, his hand shimmering with a strange orange aura. The Itch saw this and glared darkly, slamming down on the Omnitrix as a faint glow came from above.

"Pathetic...I come to discipline this wretched child but you can't take that sight, can you? Well...may as well discipline you as well...make an example…" Kundo said as suddenly got tackled from behind as he saw Crashhopper glaring at him, his green eyes narrowed darkly.

"What was that you said about 'brazen disregard'?" Crashhopper said, glaring at this. "Because all I'm getting is some old creep who is so xenophobic that you're locking up your own people in a prison. Just to hide them from the outside world. You just want to be locked up in your own little box...but I'm not just gonna stand around and let you bully my friend's family." Crashhopper said with a warning tone as Da looked at this with surprise as Kundo glared at this.

"Brazen little…" He got into a stance as he slammed his fist forward, but Crashhopper ducked around and kicked him away, nodding to Skurd who nod back as he glowed a bit, making Kundo's eyes widen in shock as Slamstrike appeared before him, his eyes narrowed

"Try this!" he said as he got onto his back as he sent out a barrage of palm energy that sent the master of Revonnah Kai back as he tried in vain to block with a spin of his staff, but the impacts of the attacks shattered the weapon and sent him back a bit as he gave a small cry.

" _ **ORAORAORAORAORAORAORAORAORAORA! OOOORAAAAAAAA"**_

The last strike came from the final blow, sending him back a bit as Skurd gave a stern nod as he says, "And that should teach you some manners, good sir." Skurd said as Slamstrike turned back into Ben, glaring at him as Kundo groaned a bit.

"And that was for badmouthing Rook's family, jerk." Ben said as he went over to check on Da. "You okay, sir?" He asked, as Julie and Wat-Senn came in after hearing the commotion.

"...Yes, I am. Thank you, O-...Ben 10." Da said with a small grunt. "Find out who is doing this...please." Rook Da said as Rook nods, as he looks at Shar who nods.

"We will look after him and Kundo. You four go look them." Shar said as Ben nods, as they went towards a window. Julie nod to Ship, who jumps out and turns into his space ship form, as the three went on as Wat-Senn jumped in too.

"I got that miner's pack. It'll lead us to where they came from." Wat-Senn said as Julie sighed a bit, sitting down from the stress of the situation.

"Wow...that was crazy…" Julie groaned as Rook nods, sitting down as he rubbed his head. "So much for this trip being relaxing, huh?"

"I apologize for Kundo's actions...but you are right, Ben...he is only keeping my people prisoner...in our own culture, there are many traditions my grandmother told me of that have not been celebrated in years. Thanks to his more...isolated tendencies." Rook gave a soft sigh at this, looking outside as the ship went overhead, looking over the sight of other villages that were farther away...and saw that there was damage to some of the fields.

"Whatever is going on...it's gonna have to involve those Mega-Muroids." Wat-Senn said, reading the signals as he says, "That hill up head. It's coming from there." He said, as Ship landed near the hill before letting everyone off. "I'll stay here to keep an eye no things." Julie nods, as she pressed a button on her badge, causing her pink uniform to form over her.

"It's an official mission, right?" Julie asked as Ben shrugs, zipping up his coat as he nods to Rook, who nods back as as they snuck through the rocky terrain...and came across a large collection of nests surrounding what looks like a large black and gray space ship.

"Whoa…" Ben said, seeing a conveyer belt form as Rook took pictures with his Proto-Tool's scanner, before seeing someone walk up to the end of it, taking the liquid at the end.

"That is...concentrated Amber Ogia...the Amber Ogia juice is very volatile unless treated right. It's why it is good fuel...but very few can treat it correctly, as that is lost knowledge to us." Rook explained as Ben nods, seeing the person was a towering individual with dark gray armor with spikes on the wrists, boots and neckline, and a head that looked like a spiky-mouthed skull with a metal cap on it, his eyes dark orange.

"Vulkanus? Here?" Ben asked, surprised as Julie checked around and saw another familiar face and turned Ben and Rook in that direction, as they saw Fistrick with the Muroids, smirking a bit as he was looking over a light yellow vial of liquid as he put it into a device. "And Fistrick too?"

"Gotta say, big man. I'm impressed. With enough of this stuff, that starbeam I built from that techadon tech is gonna be awesome. AND with the tests done on these rats, I think I finally got my Broesence Steroid into it's final stages. Now I can use it to even the score with Tennyson, that hick sidekick and his hussy."

"WHAT IS THAT SUPPOSED TO MEAN!?" Julie yelled out in annoyance but Ben covered her mouth after the outburst, but Fistrick looked around in confusion as Julie fumed in annoyance at that insult.

Vulkanus shrugged as he says, "Anyway...I got the harvesters set up for the next run. It's that village with a wall...these will knock them down easy." He said as he snapped his fingers as several Miners came out, all piloting large mechs with tankers on the back for the juices of the amber ogia, as they headed out.

"If they use those harvesters, they are gonna destroy the fields. Our entire way of life will be gone...and my people will lose our culture." Rook clenched his fist as Julie and Ben shared a look and nods.

"Rook, take Julie and Wat-Senn back to the village with Ship. Skurd and I got Fistrick and Vulkanus." He said as Rook nods, Ship turning into a motorcycle as Julie got on top with Rook holding onto her shoulders, as it grew out a sidecar for Wat-Senn as it drove off, Ben slamming down on the Omnitrix

"SHOCKSQUATCH!" The giant ape-like alien said as he jumped down, glaring as Fistrick got the vial at the ready when he heard him...but smirked as he attached the vial to a strange wrist guard.

"So, you're here, eh? Wanted to wait...but I guess now is a good time." He said as he activated it, Vulkanus smirking a bit as Fistrick's body began to expand a bit, his irises shining a bit of an amber color as his body began to shine from his veins, growing out a bit in height and width, turning into a 7 foot tall goliath with sharpen teeth and wilder-looking spiked mohawk. "BRO!" He roared out, smirking a bit. "A'right, let's rock this!"

"Must be a lot of testosterone in that…" said Skurd as he shifted something onto Shocksquatch's legs...as blue fur began to form as he nods, showing they were now Shocksquatch-sized versions of Fasttrack's feet, making him move faster as he sent an electric punch at him, sending him back a bit.

"How'd you two punks get to Revonnah? Why attack these people?" The bigfoot-like alien demanded, as Fistrick moved around the blasts as the ape fired a blast of lightning, but he just kicked it away with his insulated boots, smirking a tad.

"Vulkanus wanted my tech to empower something...I needed a component for my steroid. Seemed even." Fistrick as he smirked a bit. "Think about it; with this stuff, any two bit punk could become strong enough to take you on. And so you know...this stuff is permanent." He slammed a fist down, but Skurd smirked as he gained Ball Weevil's mouth and horns and fired out a barrage of slime pellets, sending Fistrick back a bit from the miniature explosives.

"So you're permanently ugly…" Shocksquatch said, Vulkanus smirking a bit as he cracked his robotic knuckles. "And why do you care? Don't you own my planet or somethin'?"Vulkanus sneered at that, annoyed.

"I had to give the deed to the Galactic Government...they said I was irresponsible with it." Vulkanus said with a sneer, glaring at this time as he slammed his fist down, creating a shockwave as it sent im back a bit with a screech. "But you won't have to worry about that…" e picked up Shocksquatch by the head and says into a communication, "Port us up." Suddenly he, the Miners and Fistrick vanished with the large ape in a beam of light.

* * *

(Back at the village. 21:45)

Ship came back to the village with Julie, Wat-Senn and Rook in tow as he stops, avoiding skidding too much as Wat-Senn got up, glaring ahead. "Warriors, to us!" Rook said as several warriors came out with spears and flares. "The Muroids are coming in force!"

The group sees the harvesters arriving as Da frowned a bit, coming up with a cane as he says, "How are we to stop these creatures and their machines, Blonco?"

"I can use my armors to help. Anyone here know Revonnah Kai besides Rook?" Julie asked as Kundo's former disciples came up, as did a familiar sight; the outsider from earlier.

"I am Ran Zarif, by the way. Thank you for saving my life." Zarif said as Rook gave him a nod, patting his shoulder as he got out a pair of tonfa-like weapons from his sleeve, glaring at the monsters as Shar got her own spear.

"Alright...aim for the Muroids and the pilots, take them out., the machines will go down with them." Rook said as he got his Proto-Tool's staff out while Julie powers up as she nods.

"Ship...Hunter mode."Julie smirked as Ship glowed, forming over Julie as she started to gain a couple feet. The armor had a canine-like appearance at about 7 feet tall with razor sharp energy claws coming from her hands with robotic legs to allow for quick movements and a visor that can track via infrared and X-ray visions, as well as pointed 'ears' on the head area with a circular form on the forehead of the helmet. She then jumped up, slashing through hte robot's legs and ripping open the front to get the miner out.

Zan and the other Revonnah Kai fighters took on the others as Shar led the farmers with some skill with their blades to take on the Miners inside of the harvesters, Rook slamming a few aside as Wat-Senn got ready.

"Okay...time ta use my gun." He said, getting his pistol out...as it began to expand, becoming five-times larger with a large cannon-like mussel with faint blue lining to it as he held it in both hands. He then fired giant rounds towards the harvesters and Muroids, causing explosive bursts to send them back.

"Awesome!...earth expression" Young One cheered and later clarified for his mother, seeing this with the others as Shar watched Rook, Julie and Wat-Senn fighting them off with a faint look of awe.

"That is amazing." Shim said, her voice soft as Shi nods eagerly as the harvesters got some of the Ogia, but saw they were overrun as one got slammed down by Zarif. He then sent a burst of chi into it, sending the miner out.

Zarif saw some of the remaining fly away as Da asks, "Blonco, where are they going?" He ducked from an attack of a Muroid as he blasted it.

"Good question…" Rook said as he pressed a button on his badge. "Ben, are you there?"

" _We are quite in a predicament, Rook Blonco…_ " Skurd said on the other end, as Rook looked confused as Julie looked up, Ship's sensor's getting something.

"What do you mean a 'predicament', Skurd? Where are you?" Rook asked as Julie's eyes shrank a bit nervously, as she pokes at Rook's shoulder.

"Rook...Ship is picking up a radio signal...coming from out of orbit...there's some sort of spacecraft floating overhead." Julie said, as Rook went wide eyed.

" _It's a Techadon Starbeam. A level 8 weapon that can destroy planets with the right power source. We are currently in it_." Skurd said on the other end, as Rook looked at his badge with a panicked expression.

"WHY!?" Rook asked hastily as Skurd gave a nervous chuckle, sounding a bit embarrassed.

" _Well, you see…_ "

* * *

"...We're stuck." Was Skurd's flat reply on the ship as he was put into a small brace-like device to keep his limbs from moving while Shocksquatch's arms were moved in energy cuffs to keep him from slamming on the insignia to switch or to use his electrokinesis.

" _How long til you time out?...and how are you even able to communicate?_ " Julie asked on the other end.

"It's a simple thing called a 'voice command.' If this device's master control was on, we wouldn't even be having to wait til timeout…much to my annoyance...and somehow they got a DNA inhibitor collar...which is degrading I might add!" Skurd yelled out to Fistrick, who rolled his eyes.

"Seriously Tennyson, where do you get these annoying sidekicks? I thought your broad was annoying." Fistrick said, as Shocksquatch growled a bit at that insult towards Julie.

"Ya know, the minute I'm out of these cuffs, I am gonna smack that grin off ya face." Shocksquatch muttered as Skurd was frowning a bit, looking around as Vulkanus smirked as the remaining Harvesters put the liquid inside.

"Given how much of a pain they have been...time to get some fun…" Vulkanus smirked as he pressed some buttons to get the cannon charged up. "Now for the shift to high gear." Shocksquatch saw this...but realized what he said.

"...Shift...shift...that's it! Skurd, activate that Quick Shift thing Rook's little bro turned on!" Shocksquatch commanded as Skurd gave a small nods as he concentrated, trying to get into the device and nods.

"Okay, Quick Shift on." Skurd said as a holographic screen appeared from the Omnitrix insignia as a set of 10 spots. "Huh, looks like...a playlist."

" _Please select up to 10 of unlocked samples_." the AI says as Skurd looked around and nods, an idea forming.

"Four samples; Pyronite, Rapterian, Tetramand and Vaxasaurian. Activate." Skurd said as the quickshift put the faces on for Heatblast, Kickin' Hawk, Four-Arms and Humungousaur. Suddenly Ben shined brightly and turned into Heatblast, smirking a bit.

"ALRIGHT!" He said as he combusted a burst of intense heat, destroying the energy cuffs and the collar on Skurd, as he smirked a bit and added an additional thing onto Heatblast's arms; gaining crystals akin to Diamondhead's own and fires it out, shattering the controls with the concussive crystals, making the engine turn off as he smirks.

"GET HIM!" Fistrick roared as the miners all charged, but Heatblast was quickly changed into Kickin' Hawk, who smirks as he jumps away, ducking around as Skurd just as quickly gave him a new weapon; Exershield's energy palms as he forms a barrier around them before he sent a kicking barrage of them, using the barriers to make the pickaxes not hit him as he smirked a bit.

The miners all panted as he jumped up to the ceiling as he slams his palm down, releasing a green forcefield down and slams them down, making them groan a bit as Kickin' Hawk jumped up and turned into Four-Arms with a quick flash, glaring at Vulkanus who roared out and slams a fist at him, who ducked around as he nods.

"Try this." Skurd said as he turned Four-Arm's upper arms into Frankenstrike's arms with the large spires growing out of his back before slamming them onto his armor, creating powerful blasts of electricity as it began to fall apart.

"Ah man…" Vulkanus muttered as he pressed a button on the harness for his armor, making it vanish as Fistrick growled.

"YOU COWARD! That's it, I'm gonna rip you in half, bro!" Fistrick said as he jumped at him, but Four-Arms shined into Humongasaur quickly before slamming him with his tail, growing into about 40 feet tall and glaring him down.

"Nice try, smallfry." Humungousaur said as he nods to Skurd, who smirks deviously as he stretches out into Humungousaur's arms and chest, creating a familiar core-like growth as planet-like rocks began to form.

"Oh no. No-no-no! Not again!" Fistrick roared out as Humungousaur's hand went out, glowing a bit as he smirked a bit, slamming him around the room.

"YOU. ARE. SO. OBNOXIOUS!" Humungousaur roared out as Fistrick groaned a bit as Ben turned back to normal, with the giant down and out. "Okay, that was fun...better take this out." Skurd nods as he sparked up a bit with Heatblast's fire before lasting it out towards the base. "Ben?"

* * *

"On it." Ben said as he slams down, turning into Telebug. " **Telebug**!" He said as his antenna's shined a bit, as Skurd turned grew out Squidstrictor limbs before Telebug concentrated hard, making them all vanish as the star device exploded.

(The next day…)

(Village square. May 5th, 08:45)

After the insanity of the other night, Ben and his friends had Fistrick and the Miners incarcerated within Wat-Senn's makeshift jail...with Kundo standing in front of his people in front of the jail, a dark scowl on his face. "This is a mistake…" Kundo sneered as Wat-Senn gave him a scowl.

"Sorry ta burst ya'll's bubble, partner. But you turned your own village into an isolated police state. The Plumbers ain't too kindly on that. And your people have spoken. As of now..you are to step down as the village elder." Wat-Senn said, as he gave a frown and slapped a device on his wrist, making him sneer. "AND under house arrest for assaultin', manipulation and many other accounts we can talk 'bout later."

"This is absurd...who is going to run this village when I am locked away like an animal? Or continue the work of Revonah Kai?!" Kundo sneered as Zarif walked up, smirking a bit.

"My elder was my mentor. Said I had the best skills in Revonnah Kai in many harvests, so the villagers here all said they'd like me to take over." Zarif smirked as Kundo growled in rage, as Rafi walked up, making him look in shock.

"And I am now the head of the village council. Sorry, Kundo." Rafi said, though her smirk showed she wasn't being genuine as he was taken along.

"You will all see! You need me! I am going to fight this, you hear me?! And when I do, you are all going to see I am right!" Kundo roared in anger, while Da just watched with Bralla.

"Hmm, the land has been kind despite the setbacks...and our son has helped bring a better future." He said as he saw Jury Rigg messing with the metal of the now broken harvesters, making something with it.

"Hmm...I call that art, don't you?" Skurd stated in satisfaction, as Da looked in shock as a small tear appeared in his eye, as Jury Rig smirked a bit.

"Yep-yep-yep. Granny Rook told us how Fra looked...and jut went from there." Jury Rigg said with a smirk as, using the metal and crafting it, he made a metal statue of a young Revonnahgander dressed in a orange attire with a sickle in hand, but wearing a Plumber's badge on his right side of his chest.

"That is...very kind of you, Mr. Tennyson...thank you." Da said, as Jury Rigg gave a smirk...but then heard a squeal of excitement as the two turned to see Rook being tackled hugged by Rayona, who was smiling eagerly.

"Yes, Rook Blonco! I accept!" She said, as Rook just chuckled a bit as Da grew curious...but then smiled as he saw the yellow gem on her forehead as Young One came up eagerly.

"Did you ask?" Young one asked as Rook nods, smiling at his younger brother as Rayona hugged him tightly. "Hurray! Rayona is now my sister!" Rayona smiled at him and ruffled his head.

"Heh, nice!" said Jury Rigg as he turned back to normal...only not wearing his usual attire, making the Rook family matriarch and patriarch stare at him oddly, Rook to look in utter shock and Young One to stifle a laugh while Rayona giggled.

"What? We were told Ben here is wearing traditional attire for the festivities." Skurd said, as Ben was currently clad in a dark violet robe with stylized flowers on the lower part of it and black rims, with a 5-pointed headdress. Skurd was even wearing the headdress, showing he was part of the attire. "He even gave me the ceremonial headdress."

"..." All the Rooks began to laugh at this as Bralla says, "M-Mr. Tennyson...that is a woman's traditional attire." Both Ben and Skurd went dead silent as they saw Shar, Shim and Shi come out with Julie, all talking and wearing similar attire as Julie stared at Ben...and bit back a laugh.

"...Well, looks like one of us needs to change." Julie smirked as the two gave the child a death glare, who was snickering a it.

"...Our dignity may be dead now..but you are going to join it!" Skurd said as Young one laughed and ran away from the now angry shapeshifters, who chased after them.

"Get back here, you little stinker!" Ben said as the Rook family all shared a laugh at the hijinx, they all finding it funny to see the hero of the galaxy dressed in female's clothing. Rook watched as he saw his father laugh in the first time in a long while, as well as seeing his shy younger sister showing more enthusiasm. He gave a small smile as he kissed Rayona's head and looked to the sky, looking at the sight of the many suns over their heads, that shined down on the memorial of Rook Fra, his plague placed on the bottom part of the statue.

End of Episode 10

Well, that as an insane time. I like to thank Wildgun-Edge and Chann1 with their help in this, as well as Kevfilms2x2 and many others who helped me this far. Especially to Edge as one of my new Beta-Readers and helped with a lot of concepts here. Next time is a more...original episode and apologies for the long wait. Here's the bios for the two new aliens:

Slamstrike (Based on Zigwolf's version but my take): A large, red creature with a humanoid build and a black helmet-styled head with yellow-green eyes, but with a large mouth on his abdomen with large teeth and black lips, medium-sized arms with fairly large four-fingered hands in comparison to a human (akin to a gorilla's), yellow bulbs on his arms and dinosaur-like feet and a long tail, clad in a white pair of pants with black boots and white and black gloves with elbow-length sleeves attached, the Omnitrix insignia on his neck area attached to a collar of sorts.  
Powers: Has super strength (is equal to Four Arms in strength) with a powerful grip, high durability but has the ability to create energy that can create a shockwave from slapping his hands together in a clapping motion or, with a palm strike, can create a small burst of force that can knock out opponents with a rapid fire attack, releasing multiple energy attacks.  
Weaknesses: Large size can make him kinda klutzy, his strong hands aren't delicate enough to pick up something without squishing/crushing, can't fit in some structures, can't always control where his 'palm beams' can go.  
Species: Makuyama  
Home World: Nobunda (named after the warlord who popurliazed Sumo Wrestling, Oda Nobunaga)  
Voice Actor: Patrick Seitz (Star Platinum from Jojo's Bizzare Adventure)

Uniburn (Based on Zigwolf's version but my take): is about 9 feet tall with white furred equine creature with a humanoid being with three-fingered hands that have thick hoof-like hands, a muscular but lean build with a black mane tied in a ponytail with a curved blue horn coming out of his forehead, yellow-green eyes with black pupils under a spartan-style helmet and wearing black armor with white padding, with his lower body connecting to a strange looking 'wheel'-like protrusion that looks like a large orb made out of a sort of pearl-like shape, with his belt having the Omnitrix insignia on it.  
Powers: Is able to move at supersonic speed (About 300 mph), can store kinetic energy into his pearl-like sphere to store up energy to create powerful pulses of kinetic energy, can absorb kinetic energy from other attacks if able to prepare for it, and can do the following with stored energy: Can double in speed for a short burst to create a sonic boom, can shoot out orange-sized balls of energy from his horn and can even create a sort of miniature explosion if absorbed enough kinetic power.  
Weaknesses: Wheel-like sphere on where legs would be for movement can make him trip up if something gets in the way, can't absorb energy besides kinetic, can't always stop on a dime and has to slow down manually before he can stop his charge, needs to prepare for combat-based absorbing to keep up, and can over charge himself if he doens't expell the energy fast enough.  
Species: Accelicorn  
Homeworld: Motoquine  
Voice Actor: Wayne Grayson (Joey Wheeler from YuGiOh)


	11. Eclipsed

Okay, here's the next adventure of Ben and co with another original story. This one returning a villain earlier than in the show, as well as showing off some sort of Anodite backstory. (At least some. :P Saving more for later). Anyway, I do not own Ben 10, Man of Action does. And please enjoy!

Eclipsed

(Bellwood, USA. Undertown Main Street. May 14th, 10:45)

Things were going good since things were rather quiet since Ben's team return from Revonnah, with the Plumbers doing their specific duty. In one team's case...it was the stock for the HQ.

"UGH...this is SO dumb…" A certain punk styled Anodite scowled in annoyance, wearing her badge on her black gothic jacket but wore a black tube top and a black skirt, her hair currently styled with a purple streak in the inky black color as she looked at a list. "Why are we doing the shopping?"

"Because it's either this or monitor duty." Ester pointed out, wearing a somewhat lighter amount of clothes since she was hanging out with her and Lucy. Meanwhile, Adolherd was currently holding several bags, his multiple eyes narrowed in annoyance.

"What is it about this planet that reduces males into pack mules?" asked Adolherd flatly as another alien walked by...carrying a large crate as a smaller female lead his way.

"I feel your pain, brother…" the other alien muttered as he passed by, Adolherd's eyes all blinking in shock at that.

Adolherd just groaned as he says, "If Magister Tennyson wasn't a master chef, I would be more annoyed...but he has quite a palette. Strange our cousins do not understand that, you two." Lucy giggled at that as Sunny just rolled her eyes, looking annoyed at another memory.

"Yeah, Kenny, Ben and Gwen aren't exactly big on his food I heard. Even though Kenny is some up-and-coming rockstar, he's not exactly big on eating the kinda stuff Great Uncle Max makes." Lucy said with a chuckle. She then saw Sunny's sour look as she asks, "Hey Sun, you okay?"

"Huh? " Sunny snapped out of it and just gave a curt nod. "Yeah, I'm okay." Her gaze flickered until it settled on a vendor that looked like a humanoid goat with with short blue fur and two sets of horns; one set longer and slightly curved in contrast to the other tiny stumps as he ate some sort of apple-like fruit. "Is this fresh?"

"Oh yeah, take the whole basket. It'll last ya a week. That'll be 30 taydens." the goat said as Adolherd handed out a small piece of taydenite...as he adds, "Would you like some Vulpin Yak Steaks to go with that?" Adolherd just nods as the goat whistles a bit as a four-eyed alien came over, having a large axe over his shoulder but wearing a chef outfit.

"...Hey, aren't you Max Tennyson's granddaughter?" the four-eyed alien asked, his stalks lowering and eyelids narrowing; his stare fixated with hawklike vigilance at Sunny. "The one that helped kill the Great One?" Sunny thought about this and gave a sheepish chuckle at this.

"...Oh yeah, no. That was my dorky cousin, Gwen, with Ben when that happened...I take it you were the muscle?" Sunny asked as he handed her the bag. "Sorry to bug ya, dude. We'll get out of your hair." She quickly took the bag and the fruits and headed out, forming a bubble of mana as she sighed a bit. "...WHY did I have to be born so similar to that dork!?" she asked in an annoyed tone. Her brow twitched a fraction as her lips curled upwards into a growl.

Ester chuckled nervously as her phone rang a bit as she got it out. "Yeah? Oh...gotcha." She looks up and says, "Lackno needs me to help him with something. See you guys at the base." She then stretched her legs up and over a building and ran ahead, Lucy watched this before she looked at Sunny with a shocked look.

"I thought you took that form to annoy her." Lucy blankly said, clearly confused, "At least, that's how I was always told it went down." Sunny just groaned at that, rubbing her temples.

"I'm not a full-blooded Anodite, Luce. Only those with more than half Anodite DNA can take any form they wish. I'm only allowed to make skin similar to the kind I was born into. If just a little older. All I can really do is change how my hair and eyes look. Face and body wise...it's all genetics from there." Sunny said, adding something snide to no doubt punctuate her frustrations under her breath. Adolherd was more distracted when he picked up on some commotion ahead…

And the next thing the group knew? Rook Blonko suddenly hurtled past them, snapping all their attention back to the present. The Revonnagher crashed into a nearby stand, sending exotic fruits hurtling into the air; staining the ground below with their pulp.

"Ugh…" Rook glared at this, a new band around his left arm over his armor as he dodged around a large punch from a large, slimmer ape-like alien with dark yellow-orange fur with long fur coming out of her ears and white fur on the middle and dark blue bottom-area of her body, screeching loudly.

"Yetta, stand down." said Julie, currently in Hunter form as she glares at the large ape-like alien who gave a soft growl. Ben was soon on the scene, having taken the form of Upchuck; glaring 'Yetta' down, as his stomach was currently glowing a bit.

"Sorry, but I got these nice shinies for my sisters. Rather not leave them waiting." she said sa she concentrated and sent a barrage of metallic objects their way. Like a bolt from the blue, Upchuck's tongue flashed through the air; snagging each projectile before it could close the gap, wrapping around it. Retracting his tongue back into his mouth, Upchuck took a big gulp and swallowed it down.

"Sorry, no can do." Skurd said as he formed a straw made out of Bloxx's material and nods. "FIRE ONE!" He yelled as the more concentrated blast of sludge flew towards Yetta, who jumped out of the way. A few aliens ducked aside as the sludge exploded nearby, as Yetta landed with a small smirk as Upchuck's beady eyes narrowed a bit.

"Finally, some action!" Sunny said as she flicked her wrist, making all the bags go into a large mana bubble and snapped her fingers, sending them away. "Come on." She, Lucy and Adolherd all got their badges out as they ran over, as Lucy powered up.

"Hey guys, mind if we help?" Lucy giggled as she sent a blast of sludge at Yetta, who roared out in annoyance as she growls, seeing the sludge on her fur.

Sunny smirked as her hands started to shine with pink mana as she forms a pair of ropes out of them before flinging them out, tying onto Yetta's arms, making her roar out in anger. "Aww, you a little tied up, Big-foot? Adol, take her down!" Adolherd then charged forward, tackling Yetta into a wall as Upchuck scowled.

"Sunny? Lucy? Adolherd? What are you-DON'T GET TOO CLOSE!" Upchuck said in a quick panic as Yetta smirked as she opens her mouth, roaring a blast of electrical energy into Adolherd, ending him right into Lucy, splattering her all over the ground before grabbing the ropes and whipping them towards Sunny, who yelled out as she got sent back.

"Ugh…" Sunny groaned as Julie saw a water tower near by and got an idea as she slashes through the nozzle, making it flood out. Upchuck nods as he slams down, turning into a familiar orb-like alien.

" **Overflow**!" Overflow proclaimed as he hopped over to the water, as he began to form into a large body of water from the tower as he glared ahead. The yeti-like alien growled as she sparked up, as narrowed his eyes as he blasted it forward, making her screech out as well as Ben in pain.

"THIS WAS A BAD IDEA!" Skurd yelled in pain before he took a breath as he blasted a icy blast towards the yeti to freeze her with Arctiguana's icy breath. Rook walked up to tell her rights as Overflow went over to Lucy as she reformed from the spatter, groaning a bit.

"You three okay?" Overflow asked as he looked at them with concern, as Sunny got up with a small growl of annoyance

"Typical…" Sunny muttered in annoyance as she kicked a nearby can, sending it flying as it hit Adolherd in the head, making him cringe a bit as he looked at it oddly.

"They sell Kineceleran electrolyte beverages on Earth now? No wonder those kids are so energetic." Adolherd said as he threw it into a recycling bin that was near by. Ben returned to normal, looking at Sunny with a confused look as Lucy rubbed her chin, thinking on this. Unknown to them however, a figure had watched the whole thing before vanishing

* * *

(Plumber HQ Mess Hall. 12:03)

At the mess hall area, Sunny was currently picking at her food with a small sigh. On her tray was a collection of exotic foods from what looked like a few fried insects in a bowl s well as what looked like an odd-looking soup with a dark red-brown sausage as she began to eat. Watching her was her mother Fay, who was wearing a medic attire of a light blue suit with a plumber badge on her collar.

"Hey Sunshine! You need some perking up?" Lucy's voice asked as Sunny just groaned a bit, looking at her with an annoyed look...before she nearly spat up her drink in shock as she saw Lucy, Julie and Helen all dressed in darker attire; Lucy wearing a black t-shirt with a purple black hole in it instead of her usual star-based top and ripped jeans, Julie was wearing a black hoodie with a skull on the front and a pair of spiked boots and a purple skirt, and finally Helen wore a black biker jacket and a pair of shorts, though all three had punkish makeup on.

"...Lucy's idea…" Both Julie and Helen admitted in embarrassment given how their outfits look as Sunny blinked a bit in shock, unable to know what to say.

"Thought you needed to be cheered up, so I thought if we had some comradery with you, it'd help!" Lucy said, giggling with a small snort as Sunny gave an uneasy look before she noticed a familiar red head showing around someone.

"And this is the Mess hall." Gwen told the young woman with her, who smiled as she looked around. She was a brunette young woman with light brown hair, dark blue eyes and faintly tanned skins with freckles on her cheeks, wearing a white button up shirt with long sleeves and a pair of dark blue jeans and sneakers, but has a headband on her head with a dragon-esque design to it.

"Thank you for showing me around, Gwendolyn. Professor Tennyson was right in telling me that you were a good choice to take me to…'Maxy', was it?" She asked as Gwen gave a sheepish laugh as Sunny just scowled a bit.

"Sunny...what's eating you?" Helen asked, sitting by her as Sunny just groaned a bit, looking away with a frown.

"None of your beeswax, speedy." Sunny muttered in annoyance as she tapped her fork on the table, clearly annoyed as she saw her mother near by, looking at her with concern as Sunny just stood up and left, leaving her food behind as she passed by Ben and Manny, both of which watched in confusion.

"What's with her?" Ben asked in confusion as Manny shrugs...as they saw Julie and Helen and stared in shock at their attire as Lucy pouted, her body shifting back to normal as she crossed her arms.

Sunny walked ahead, only to bump into Gwen as the two doubles looked at each other with shock...before a scowl forms. "Oh, hey there Gwenny." Sunny said, as her arms got crossed as GWen copied, giving her cousin a glare.

"Sunny...heard you passed. Congrats." Gwen said, trying to sound nice but the two just glared each other down, their mana flowing around them as Fay watched with concern. The young woman from the Plumbers looked between them awkwardly, not wanting to get into the middle.

"Yeah, don't sound to shocked. I'm already awesome, you've seen me in action. Course you had to ruin the fun back then." Sunny said as Gwen scoffed, glaring at this.

"Oh please. You and Antonio almost let those dimension 12 robots release a nuclear fallout." Gwen said as Sunny gritted her teeth at the mention of that name as Sunny's eyes started to shine a dark shade of pink.

"Do NOT mention that name near me right now…" Sunny growled in annoyance, surprising Gwen and Ben who was within ear shot as Skurd got nervous.

"Uh...if anyone needs me, I'm gonna be...not here." Skurd than slinked into the Omnitrix's tech, not wanting to see what was happening as Julie wiped the makeup off of her face, looking up with Helen and Manny exchanging concerned looks.

"Uh...how about we calm down…" the woman said, trying to get in between them as Gwen looked at her with a confused look.

"Sunny...what happened?" Gwen asked as Sunny just growled with an annoyed tone as she storms off, her body shining as she went full anodite.

"I'm going out for some air." She said as she flew off, waving her hand as her body vanished, leaving a small shockwave of mana in the wake as many plumbers put their hands up, Julie pushing her skirt down as a round robot got sent flying.

The small robot, Robucket, groaned a bit as it beeped in annoyance, it's eyes glowing yellow in anger as Driba patted him. "Calm down, Unit 13-B-56. It's not worth it...she's just upset."

"Yeah, I heard her and that boyfriend of her's argue when she was first starting out. Maybe something with that?" Blukic said, sipping from a small coffee cup as Gwen and Ben both heard this and narrowed their eyes.

"Wait, so this is because of that moron Antonio?" Asked Ben, as Driba looked at them with a confused look.

"Antonio?" SKurd asked as Julie got into Plumbers files and showed the image of a thuggish looking giant with a thick brow, small fangs coming out of his lower jaw and long black hair and wearing a loincloth. "Oh...a Golian...a runty one at that. He barely looks like he's even a fourth of the way to maturity."

"How big do they get?" Gwen asked as Skurd pressed a button on the machine...showing a much bigger goliath of a creature with thick fur on his arms and legs, four razor sharp canines coming out of his lips and dark eyes, making their eyes go wide in shock as Driba stared at them oddly.

"I thought you two did not particularly like Sunny." Driba said, chomping on a few honey roasted crickets that Max made for him and Blukic.

Ben sighed as Skurd came out as he says, "yeah, I wasn't exactly excited to see her when she first arrived...but I think me and her started to get along better. Heck, Sunny and I used to enjoy torturing Gwen when we were growing up." Gwen gave him a scowl as he adds, "But we kinda got out of touch when she moved…"

"And when we were little kids, Sunny and I got along well too. Things got kinda awkward whenever Uncle Manny brought her and Aunt Fay to reunions after they moved away. We just kinda...drifted apart I guess." Gwen said with a sigh. She looked at Fay, who was looking to where Sunny went...as Gwen scowled. "Actually...I had a realization while I was away…"

"Oh? Do tell?" asked a voice as Kevin came over with Cooper, the two gearheads looking at her curiously as her boyfriend had his hands in his pocket. Gwen looked over at FAy and crossed her arms.

"Grandma Verdona never really told us ANYTHING about Anodyne. And yet, we got a unfiltered source of info with Aunt Fay." Gwen said as Ben looked over at her as the two cousins went over to their aunt, the others following as Fay looked at them oddly.

Julie coughed a bit as she says, "Uh...Mrs. Brasher, think you can explain to us about the situation? Especially given your mother isn't really...forthcoming about Anodyne. And both Ben and Gwen are part anodite."

Fay looked at them with a sigh as she says, "Meet me in my office. I'll tell you what I can there…" She sighed a bit, watching them all nod as she went on, looking concerned as the woman frowned a bit.

"Anodites…?" she asked, as she suddenly shivered, looking up and frowned. 'Michael…' her thoughts went to a blonde young man...before it corrupted into a wrinkled beast as she shook her head in concern. She looked at the others and says, "Also...I know it's awkward timing...but I am Starshine."

* * *

(Downtown Bellwood. 12:49)

Sunny was muttering to herself, looking very annoyed as she flew around Bellwood before stopping on a rooftop to power down, panting a bit in annoyance before pausing, seeing a billboard for the final _Darkfall_ movie, as Jennifer Nocturne has had her issues taken care of. She looked at the poster of the now black haired Jennifer Nocturne with the male lead as she saw how happy they looked…

Sunny gripped at her chest as she began to curl into a ball, taking a rare sight that she rather not have anyone see her as; vulnerable. She whimpered a bit as she closed her eyes as she began to sob softly. "Why…? Why does all this stuff happen to me…? First I got made to join the academy, then Antonio...had to…" She clenched her eyes shut as more tears began to fall.

Unknown to her, a figure wearing a ragged cape walked up as he says, " _Are you...alright?_ " He asked, his voice having a faint echo but it caused Sunny to suddenly sit up, glaring as some tears stayed as he paused, shocked. " _Well, this is a surprise…_ "

"Who the heck are you? What do you want? You just stalk rooftops like that lame-o Koala Komando that Ben liked as a kid?" Sunny asked, sounding angry as the cloaked man just put a hand up, which was a dark gray color.

" _Whoa, whoa...take it easy there, beautiful. I didn't mean to offend._ " The young man reassured, as Sunny got into a less tense spot as he walked over, as she rubbed her arm a bit. " _Come on, you look like you got some issues. You want to talk?_ " He asked as he sat down and patted the side as Sunny sat down by him. " _Now...tell me what's on your mind._ "

Sunny sat by him, unaware of a faint aura forming around the two as the figure looked at her calmly, his eyes shadowy.

* * *

(Fay's office. 13:02)

At the medical bay, Fay sat down at her desk as the others looked at her curiously as Rook says, "Agent Fay, what are Anodites? I have seen the files many times and the only ones I can find on file are you, your daughter and Magister Tennyson's wife, High Magus Tennyson."

Fay sighs as she sat down and begins to explain. "As you are aware...Anodyne is where we are from. My mother was here after a Synthroid bounty hunter got her here and met my father, as you are all aware. But...that doesn't answer your question about Anodites." She sighed as she got something out of her desk, revealing a strange looking stone; it as dark purple in color with a strange energy forming from it.

"And that is?" Manny asked, looking at it oddly as Gwen went wide eyed as she looks it over, feeling a small bit of power in it.

"That's...a crystal made out of mana. How is that possible?" asked Gwen in shock as Fay picked it up, as it shimmered with mana as it showed her Anodite form for a few seconds.

"It's a Ledgus stone. That's what the Anodites call it anyway. It's a remnant of what created the first Anodites out of the planet of Anodyne. You see...it wasn't of this dimension, and it's from these crystals that mana began to flow into the universe and became part of this realm's life web." Fay explains. Starshine looked surprised at this as she looked at it curiously.

"Life web?" asked the young woman curiously as she saw some odd looks. "I have heard of it...it's a nickname for the source of magic, yes?"

"Correct. Life energy was always a part of this realm, but the connection to Zoraster resulted in Ledgus' influence to come into this realm, causing several species to gain mastery over it. It also resulted in the creation of many new species that your planet knows like satyrs, hippocampi and many other supernatural forces. Even what people thought were gods were really beings of unimaginable magical power." She even chuckled at that thought.

"Zoraster? Where is that?" Ben asked as Fay sighed, rubbing her head as she looks up calmly.

"It's Ledger Domain...it's the true name of Ledger Domain." Fay explained, her tone firm as Ben, Kevin and Gwen stared in shock at that name. "Anodites are aliens born of the Life Web, and we were actually the origin of many fae-based myths. Mostly the ones about us being tricksters and silly...yeah, we anodites don't really follow the usual rules other mages do. But ah well, we kinda look more for the fun of it I guess. And...Anodites aren't the only thing to come out of Zoraster…"

"The Perazymbiate…" Starshine said with a scowl, looking down with a frown. "Magic-feasting parasites, am I right?" Fay nods as she looks down.

"It's part of the reason why my mother took us off of Earth...she came back when she thought dad died against the Highbreed. But she felt like the parasite had left the planet. But given some evidence...I think it's among us still." Fay explained calmly.

"Wait, how did a leech like that get to Earth?" Ben asked as Fay looked at Starshine calmly as she motions to her.

"She knows." Starshine got a little nervous as the others looked at her with a bit of confusion. "Right Gabriella?" She nods, sighing a bit.

"Yeah...I know what she is talking about…" Starshine sighed as she went over to a computer and began to type in a name on it before showing a picture, shocking them all.

* * *

(Bellwood Port. 13:20)

Sunny and the cloaked man were now flying towards the port, with him using a sort of light aura to keep himself afloat besides her. "So, that's basically it." Sunny muttered after telling her tale as the young man nods.

" _I see. Relatives can be quite annoying. I have an elder sister that always got on my nerves growing up. We don't really talk much these days._ " He explained as he chuckles, " _Course my parents are another story...I haven't seen them in years."_

"Harsh. That mad about your family, huh?" Sunny asked as her phone began to ring as she answered it, "Yeah? Oh, hey Grandma. What do you want?" She paused before scowling, "No I don't want to go back to the Rust Bucket right now. I am still trying to have some me-time."

The hooded man looked at her, his pale gray eyes hidden in his hood as he had a hidden smirk on his face as he slowly began to remove his glove as he listened.

"Look, Grandma. I'm really NOT in the mood for a lecture right now." Sunny groaned in annoyance as she says, "Okay, okay. Look...we'll talk later, okay? See you soon. Love ya, bye." Sunny hung up with a small sigh of annoyance. "And the overbearing grandma continues...she's been that way since the last time I was on earth…"

" _I think you just need to...relax._ " The hooded man calmly stated as he rested his now bare hand on her shoulder, his skin a light shade of gray...before Sunny yelled out as she felt teeth on her skin as she cried out, feeling light pink energy starting to flow out of her before she groaned a bit, as a black aura began to form around her. " _Now...just rest up...my dear Sunshine._ " he chuckled ominously as he caught her before she fell out of the sky.

* * *

(Back at Plumber HQ. Max's office. 13:25)

Verdona was currently with Max at the Magister's office, sighing a bit as Max was working on some paper work. "Where did I go wrong, Max?" She sighed at this time as Max looked at her curiously.

"If you're worried about Sunny, it's normal. She's a teenager, most go through phases like this." Max reassured her as Verdona sighed a bit, leaning against her husband as she looked at her ring.

"I guess it's all part of being part of this physical plane, huh? Making sure attachments are there...and making sure not to lose them." Verdona sighed as she says, "I sometimes wonder if leaving Earth was such a good idea...if it led to Sunny getting like this."

"Verdona, you, Manwell and Fay all did your best with raising her on a planet that's not so used to a family. Plus you did need to finish up your training, so there is that." Max chuckled as Verdona chuckled a bit.

"Heh, not my fault you were into older women, Max." She teased with a small wink to her husband. "'Course, years are relative between our planet's alignments."

"By 10 or so years, maybe." Max pointed out as Verdona shrugs as she frowns a bit, feeling something off. "What is it?"

"I am sensing a small disturbance in the mana field...where's Fay?" she asked as she and Max went towards the medical bay and opened the door, and saw what the others were looking at. It showed a middle aged man with short blonde hair, dark blue eyes and wearing a black coat and pants, with a stylized 'M' cufflinks on his sleeves...but also a familiar brown scarf to Ben's original team.

"What are you guys looking at?" Max asked as Fay walked up to her parents, getting to them with a small look of concern.

"The others asked me about Anodyne...I told them what I could given I'm not 100% sure about a lot of it, but I also told them why we had to originally leave, mother. The Raphael Incident." Fay said as Verdona scowled at that name, as did Max.

"Raphael has been on leave for a long time as a Plumber agent, and I haven't seen him in years since you guys left. I honestly thought he had retired." Max said as Julie looked at the picture of the parasite next to the picture of the man. It was a black feathered serpent-like creature with beady eyes and a strange-looking sucker for a mouth.

"Wait...:" Julie looked at the mouth on the serpent and then looked up another file on the computer as she motions Helen over, motioning to the mouth on it. "Doesn't that look familiar?"

"Yeah...from this file." Helen said as she pressed a button on the files and quickly got it uploaded and saw the mouth was a similar shape to...the mouth on a pale young man with sunken-in skin, snow white hair and dark gray eyes with dull sclera. "Darkstar…"

"So wait...Raphael is connected to Michael Morningstar?" Kevin asked, scowling as he walked up and nods. "Yeah...looks like the mouth on his hand alright...saw it when we beat him up the last time. Didn't notice it in any other fight we had. Guess he covered it up."

"That is why I am here actually, Darkstar has been stealing from museums and taking ancient tomes." Starshine explained as she adds, "My sources told me to meet with you guys since you have faced him before. They said he was in this area."

That caused a small chill to go up the spines of the others, realizing something as Manny says, "We got an Anodite who's got emotional issues with a lech on the loose...and he EATS Mana…" they all slowly stared at each other before they all scrambled out of the door as quickly as possible.

"We need to find Sunny, fast!" Gwen said in a panic as Kevin got his badge out and began to type it in and got a signal up.

"Okay, we can use the mana tracking powers of our anodites and the badges to try and track down her badge. No way ol' Darkstar can get around that." Kevin said as Max nods, all the groups heading towards the docking bay with Adolherd noticing them going, holding a large stacks of papers for a report he had to give.

"What is going on?" The giant asked in confusion as Lucy turned to him.

"Come on, Adol! We need to save Sunny!" Lucy said as Adolherd nods, shoving the reports to a nearby Bryk as he followed after them, leaving the giant ape-looking Plumber to fall over with a small groan from how hard he shoved him.

"It's gonna take all of us to even get a dent towards Darkstar." Max said as he looks at Fay and Verdona with concern as the two just gave him a reassuring smile, showing they would be okay as they went into the Rust Bucket with him and Lucy's team as Rook piled in the Helpers into his Proto-Truk, Ben and Julie going into his car and Gwen, Starshine and Kevin went into his car. All four vehicles roared to life and drove off quickly out, as Tetrax only stared as he just arrived back from a mission.

"...Did...I miss something..?" the Petrosapien asked, clearly confused as he tilted his head at how fast they were leaving.

* * *

The cars drove all over the city as they looked through the files before they stopped by the port, Kevin looking around as he says, "Her Badge is around here…" He then noticed something blinking in a trash can, a green light illuminating from under the lid, as he ran over and opened it up, revealing her badge. "Figures...he dumped her badge…"

"But we can use that to track her." said Gwen as she held onto it, her eyes glowing brightly as she nods. "Found her...she's close." The other cars stopped nearby as Fay and Verdona concentrated, looking around before seeing something near...something that looked like a black van.

"Something over there." Fay said as Adolherd and Manny walked over and both just shoved the van aside, knocking it over as they saw a set of black metal doors as Fay walked over. "Her Mana trail ends here...something is blocking the rest of the way down." She touched the door and cried out, holding her now burning hand in pain.

"You alright, sweetheart?" Max asked, going into 'dad' mode as Fay just nods, hissing in pain as her hands had a faint burn on it.

"Iron...an anti-magic metal. No wonder it's bocking it, pure iron can be used as an anti-magic weapon." Verdona said, frowning a bit as she adds, "So that means my and Fay's magic will have no effect on it."

"Then allow us." Adolherd said as he nods to Manny and Kevin, who got a nearby brick wall to give him some extra muscle. The three then began to pull on the door as they all grunt with a small growl from exertion as Ben looked over his Omnitrix for something to open the door, Skurd watching curiously.

"Its welded shut…" Manny said as he and the others let go. "Likely some magic mumbo-jumbo or some sort of plumber tech keeping the door shut. Strong enough to keep us from opening it…" Julie walked over in Armor form as she nods to Cooper and Rook, both of whom had their blasters at the ready as they began to open fire on it, but the door only got a few burn marks on it.

"Ugh...must be a bomb shelter of some kind…" Rook said, frowning a bit as Cooper concentrated, but frowned with a small head shake.

"Can't unlock it. Ben, you got something?" Cooper asked as Ben slams down on the Omnitrix with a bit of help from Skurd as he grew out a bit, turning into an alien that was equal to Max's height, but had a reddish tint to his skin and large, egg-shaped yellow green eyes with a black jumpsuit with white lining. But the oddest thing was that on his arms, legs, chest and back sacks of jelly-like orbs of slime that gave off a faint glow.

"NITRO!" He said as he smirked a bit. "Alright, time for the demo man." He said as he got the orbs and slapped it onto the hinges as he slathered it on. "May want to back up." He said as he pressed his hands on the liquid as it sparked a bit, creating a chain reaction of the slime to spark up.

He then backed up with the others as it exploded, releasing a bust of firework-like glowing when the blasts hit it, making the concrete around the door to shatter...as the door slanted a bit from it, but still solid. "Wow, that is one strong door...BUT we were able to blow the outer layer.." Adolherd and Manny both picked it up as they went down the stairs, Nitro looking around a bit as he raised his hand, making it glow like a torch as they walked down.

Gwen frowned as her hands shined a bit as Manny and Helen got their blasters out, Cooper pressing his hand on the wall and concentrating. "Hmm...older tech here...but it's mixed with some newer models."

"So that means that he just borrowed technology from his parents' place and brought it here…" Ben said with a frown as Skurd looked around, growing out a pair of wolf-like ears and began to listen around.

"Using the Loboan enhanced hearing, I can see if I can catch something…" Skurd said, listening around carefully as Rook scowled, looking around.

"So this Darkstar...how do you know him, Miss Starshine?" Rook said as Starshine frowned a bit, sighing a bit.

"Personal reasons. Lets just say the two of us grew up together and leave it at that…" Starshine said with a frown. "It was before I became a member of the Iron Workers." Verdona frowned as Skurd shushed the group as he listened ahead.

"... _Ever since your cousins decided to get in my way, dear Sunny...things have been rather rough for me. But you are not the only one who has been suffering from a broken heart. A girl known as 'Charmcaster' had gotten my attention. If just for her beauty and high amount of mana._ " said the voice as Kevin scowled.

"Still a punk…" Kevin growled as the group went past a strange mark on the wall as suddenly the wall began to shake as a chuckle filled the air.

" _Ah, so Tennyson's crew came to save young Sunny, hmm? Figured you'd find out sooner or later. But don't worry, I got something to entertain you while I am working on something._ " Darkstar said calmly as ruins began to shine in the walls as they formed a set of monstrous creatures, growling as they began to take form from the walls, as several metal soldiers walked out of the wall with a faint groan, black mana seeping out of them. Their bodies were made of various metals with an arcane sign on their chests, as well as razor sharp teeth and claws

"What the…? What are these things?" Cooper asked as Manny glared them down, getting his blasters at the ready.

"Scrap metal when I'm done with them." Manny then fired a barrage of blasts, knocking one of them back a bit but it just got back up, growling. "Okay, guess we gotta do this the old fashion way." The hybrid jumped forward and slammed down, sending one away as Helen sped ahead and tackled into it.

Kevin grabbed the ground and some near by metal, mixing the two together to make a mettalic armor with stone extensions on his chest, legs and face, making it look more thick as he slammed his hands together to make sledgehammer heads before slamming them forward, denting a fighter. Gwen nods to Fay and Verdona, as all three powered up magical energy.

"TURBO!/ETERLA MORBULOUS!/KALECKY ERUPT!" All three called at once as each did a different spell: Fay created a razor-tipped twister of wind magic, Gwen fired a blast of energy that made a couple metal men explode and Verdona erupted the earth with a burst of mana.

Gwen smirked a bit as she got a small stone from her pocket and tossed it, which grew out into her guardian as it roared out with the blue flames before blasting a bellow of blue mana flames as she says, "Darkstar isn't the only one with new tricks." she then slashed through one of them with a mana blast.

Nitro ducked around a blast as he grabbed one's head with both hands and increased its temperature, making it melt in his touch as he nods. "Looks like I got enough heat in my hands to superheat stuff...but I Think I need some more firepower." He slams down on his Omnitrix, turning into a familiar armored being. "NRG!" He called out before firing a blast of radioactive energy to melt down a few of the metal men. "Rook, find Sunny. Ve need to get her out of 'ere."

Rook nods as he ran ahead as Julie slashed through one of them with her Contemelia sword as she panted a bit. "Why do I keep forgetting this thing?" She asked with a small smirk, seeing the blade slash through one of the robots as Ship blasted one of them as a cannon.

"Isn't it because it's not always porta-" Lucy began but Julie gave her a small look as she quicky says, "Right. Rhetorical question." Julie nods as she kicked at one, but cringed as she hopped back a bit since the thing was metallic.

Adolherd sent out a few tendrils out ta them to slam them around as Lucy turned into her giant monstrous shape and slammed down a hammer-shaped fist down at them, as Cooper followed after Rook, firing at the statues to keep them back. Starshine, however, began to walk around the battle, as if able to evade them all as her stare was solid, glaring ahead.

Rook looked around cautiously with Cooper before a dark chuckle is heard in the air, making the two aim ahead as the cloaked figure came into a spotlight in a dank room, his voice echoing off of the walls. " _So...you're the new recruit, hmm?_ "

"Michael 'Darkstar' Thomas Morningstar, you are under arrest." Rook said, aiming his Proto-Tool blaster at him as the figure removed his cloak, revealing his black tunic-like shirt, a pair of gray tights and black boots with metallic gloves and a metal mask that had a skull-like shape to it, but has ornate markings on it like runes carved into the metal. In fact, his attire appeared more mage-like than before.

" _Heh, cute. Real cute...Meus Manus Manus._ " Suddenly a staff appeared in his hand with what looks like a golden face attached to it. As well as a small charm that looked like a miniature figure with pink lines on it...that carved a familiar face.

"Sunny?" Cooper asked as Morningstar chuckled a bit, looking at the charm as he nods a bit.

" _Indeed. Quite lovely, isn't she? She's gonna make quite a fine collection piece after I get the other three anodites. Once I have them all, I can get back into Ledgerdomain at full power._ " Darkstar said, chuckling a bit as Rook glared darkly at him.

"Do you have no respect? Sunny may be hard to work with at times, but that does not mean you get to do that to her." Rook said with a scowl as he and Cooper got their blasters at the ready as Darkstar began to power up a spell.

Back with the others, Gwen blasted away with a barrage of Mana as she panted a bit. "Ugh...there are so many of them! They just keep coming!"

"We need to distract them somehow." said Max as NRG got an idea, slamming down on his symbol as he turns into a familiar orange cycloptic alien.

"Vexray!" Said the purple-eyed alien as it glared at the metal soldiers as his eyes glowed brightly, making the monstrous creatures fight each other. Vexray smirked as he says, "I kinda forgot how fun that was." He looked ahead and nods to the others. "While they're distracted, we gotta help Rook and Cooper get Sunny." He slammed on his symbol again, turning into Diamondhead as the group ran ahead.

Back in the room, Rook and Cooper were currently dodging energy attacks from the masked man as his eyes were narrowed darkly. He raised his staff into the air and says, " _Causa Satani tenebris_." Suddenly a ball of dark energy formed as it flew out, creating a shadowy pulse that sent both Cooper and Rook back into the wall. " _Now...for your strength to be mine._ " He then raised a hand up and fired a blast of black energy, making Rook and Cooper cry out in pain as they felt their strength beginning to weaken.

Darkstar chuckled a bit but grunts as a golden blast of energy flew at his head, knocking his helmet off, revealing his zombie-like face as he glares. "You…" He hissed in anger as standing before the two downed plumbers was Starshine, who was glaring at him.

"Hello Michael. It's been too long... big brother." Starshine said with a frown as Darkstar glared at her, his eyes narrowed. "You should know why I'm here."

"Yeah...to take me in. It took awhile, but when I found out about the magical stuff, I realized what our family REALLY did; we weren't involved with the aliens, we were involved with Earth only." Michael said as he adds, "And thus the two of us are different; I'm a monster and you are a mage."

Starshine bit her lip at that remark as she says, "You only became a monster because of your actions, not because of your appearance. You were always this way, Mike. Your karma just got you this far."

"Karma doesn't work like that, you airheaded hippy." Michael said in annoyance as Starshine glared at that remark, annoyed.

"Look, I'm trying to be serious, you arrogant jerk!" The 19 year old mage told the 22 year old mutant as the two glared at each other like siblings do, as Rook groaned a bit.

"And I thought Shi and Young One argued a lot…" Rook groaned, unable to stand up due to the lack of strength."But is now the time for this?"

"We come at a bad time?" Diamondhead asked as the others arrived, before noticing the stone. "Wait, is that…?"

"He turned Sunny into a decoration for his staff...and the top of it, it looks like he's gotten a lot stronger." Cooper groaned as Helen glared at this.

"Well, he's gonna get it." said Helen as she sped ahead to try and get Sunny, but Darkstar blasted the ground to create a shockwave of dark energy, knocking Helen into the air and to the side, yelling out in pain.

"Helen! Why you-" Manny growled as he got his blasters out and fired, but Darkstar blocked the energy bullets with this staff, giving a dark smirk.

"Ugh...this isn't going anywhere." Starshine said as her hands glowed a bit. "Sanctus fulmine!" The holy energy flew out as it hit Darkstar, sending him back a bit as Lucy roared out, turning into her true form as the large monstrous Lenopan glared down at him, her purple eyes showing a lot of anger.

"Give back my friend, ya creep!" Lucy said with a hiss as she slammed a hammer-like limb down at him. Darkstar grunts as he backed up, glaring ahead as his staff slammed down, glaring at them all as they all began to corner him, Diamondhead gaining spikes from Chromastone on his arm as it shined brightly.

"You're outnumbered here, Michael. Surrender." Diamondhead warned as Darkstar glared at this, his eyes turning black as he got the staff to shine, the golden bobble's eyes shining a bit with dark energy as SUnny's energy began to be transferred into it, making it squeak out in pain. "Sunny!" He and Gwen called out as Kevin glared at this.

"LET. HER. GO." Max demanded, aiming his gun at this time as Darkstar took the bobble and tossed it over, as it turned back into Sunny who's skin was now grayer, groaning a bit. Gwen's Guardian picked her up carefully, Verdona's eyes shining in anger.

"Now...that I got that…" His face looked healthier now as he says, "Missa vim Exhaurire!" Suddenly the golden head began to shine brightly, blasting into the others as their bodies all began to be affected. Everyone yelled out in pain as they felt they were getting weaker as Skurd glared ahead.

"Darn...you…" Skurd groaned as Michael's hair became golden yellow and his eyes turned into a bright blue, his features becoming more handsome as he absorbed the power before a purple pulse came out, knocking him back a bit as he saw Verdona's eyes narrowed dangerously.

"So...the grandmother is here, hmm?" Michael asked, his tone smug as he says, "Heh, what are you gonna do? Nag me to death?"

"I do not like your tone, young man. So you know...when I first met my grandkids, I was holding back when I decided to mess with them." Verdona said as Ben and Kevin got nervous at that, now a bit difference from that reveal. "But now...I'm NOT holding back." She said as she powered up, her human form going away for a second and replaced with her full Anodite state.

"Kids, back up." Max ordered as everyone backed up as he adds, "She can handle this from here." The others nod as they watched Verdona's energy form around them, before vanishing from sight. Michael looked in confusion before he was suddenly blasted from his left, but couldn't see her.

"Where are you?!" Michael demanded as a pink mana hammer appeared and slammed into him, sending him back a bit as he yelled out in pain. "Wait, what was…?" He and the others looked up...and everyone's but Fay and Sunny's eyes widen in shock as they saw a barrage of pink mana weapons flying around her.

"You'd be surprised with what we Anodites can _truly_ do. Gwen is a prodigy of spellcasting of course, being able to manipulate mana to cast spells. But that is only half of the tricks we can do; mana constructs. Gwen has used the minor of them with her energy whips and barriers...this is the more advanced." Verdona explained as she adds to the others, "Why do you think Sunny's 'magic' is different from Gwen?"

"...That actually explains a lot…" Manny muttered as Adolherd nods, agreeing as Verdona created a rain of pink swords, making Darkstar having to block it with a barrier with a grunt. Suddenly he saw the swords shift into copies of Verdona, all smirking deviously.

"An illusion spell…?" Michael sneered as he fired the barrage of energy, making a couple vanish before they swarmed him knocking him around. Gwen was smirking the entire time, finding some catharsis from it.

"Come on, Grandma! Show him what you can do!" Gwen cheered as Julie gave an uneasy look to her as she scooted away nervously. Manny was also concerned as the real one kicked into him with her hair in the form of a giant foot.

"Hey watch your left!" Ben said as Michael did so...but got hit from his right as Verdona smirked a bit. "Was talking to my grandma, you idiot."

Verdona smirked a bit as she says, "You know, you are quite a little brat. Taking something that isn't yours." She then flicked her wrist, her hand shining a bit as Michael yelled out as he felt the energy he took from the others leave his body and return to them, reducing him back to his zombie state.

"NO! NOT AGAIN!" He roared in anger as he aimed his staff at her but she sends a blast of energy to knock it out of his hand, before she raised up her hand a bit.

"Time for me to show you what I can really do... _Ledgus judicii Dei._ " Suddenly the orb formed in her hand as Sunny got up, groaning a bit.

"Hey Gwenny, we're gonna need to put up a barrier. Trust me, that spell isn't gonna be pretty for us." Sunny said as Gwen and Fay both nod. The three then raised their hands as a tri-hued of pink appeared over them all, as Verdona slammed the orb down, creating a massive shockwave. It filled the entire base with a shockwave that shattered the entire building, creating a crater.

When the barrier went down, they saw that the base's outline around them but the ceiling was gone to reveal the sky as Manny says, "...Remind me to keep her in a good mood…" The others all nod in agreement as Starshine walked over to her unconscious body with a sigh.

"I'll get him back to the Plumbier base. Get him into a cell…" said Starshine as Max nods, understanding as Starshine's eyes shined brightly. "Abeo Exorior." Suddenly a dome of golden magic went over her and her brother before they both mentioned, Verdona powering down back to her human form with a small groan.

"That used up a lot of energy…" said Verdona as she went over to a downcast Sunny as she looked at the others awkwardly.

"...Sorry for this, guys...I guess I was just being stupid...but the whole Antonio thing...I guess…" Sunny began but suddenly felt a pair of arms around her and looked to see it was Gwen, hugging the gothic teen, shocking her greatly.

"Trust me...I let Michael get one over on me way back...I know what it's like with that kinda guy." Gwen reassured her as she says, "And I'm sorry for upsetting you earlier. Honestly...think we could put our problems under the bridge? You have proven yourself...some." Sunny's eyes welled with tears before hugging Gwen back, letting the tears fall freely.

"D'aww…." Lucy said as she hugged the two as well...and then stretched out her arms to get Ben in on it. "COUSIN HUG!" She said as Ben joined in on the urging, Sunny's tears staining Gwen's

Max smiled at Fay and Verdona, as the others just smiled as well as Skurd sighed a bit, attached as Ben joined the hug with the others. "Aaah, family is truly a beautiful thing." He wiped his eye to get rid of a non-existent tear-no tear ducts and all-as he watched this.

* * *

(Plumbier HQ. North of Bellwood. 16:09.)

A dark, gothic base filled with various statues overlooked an area lit by what appeared to be automatic lanterns, with monitors standing tall above the rest with a large tome written in an ancient language near the back of the room. Several agents of various sizes, skin tones and shapes began to move around before a bright golden light appeared.

Starshine appeared with Darkstar, as he glared upward with Vera standing with a couple of agents dressed in a more advanced version of the gray jumpsuits of the old Plumber agents. Vera frowned as she says, "You, young man, have been causing a lot of trouble." She nods as the two agents put on what appeared to be a set of ruin-covered gauntlets over his hands. "That should keep you behaved."

"We'll take him to the quarantine cells." the agents said as she nods, as Darkstar went down a corridor with them. Vera stood by Starshine and nods, the young woman sighing a bit with a sad gaze as she watched her brother.

"Nice job, Gabriella. Now...about my offer?" She began as Gabriella nods, looking at her with a small smile.

"Yeah, I'll join...but I hope my dad is okay. You are healing him, right?" She asked as Vera nods, as Starshine smiled. "And I do not have an excuse but to accept, Dr. Tennyson." Vera gave her a grateful smile at this as she nods.

"Oh good. But I also need your team to look after someone...he is here on the Pater Magia's orders." Vera said as Starshine nods as she went into a room, where some people were obscured in the shadows. One of which was cleaning off what looked like a rune-covered axe while a rounded figure was meditating in the corner, one whistling faintly.

"Oh, hello." the teen said as she looks to a hooded figure before he walked up, wearing a pair of rune gauntlets as well as his dark hood bellowing slightly. He was an older man, likely close to Max's age but well built and healthy with pale gray skin, dark eyes with yellow sclera, and a skull-like mark on his face with tattoos on his arms and chest. He wore a red cloak with a black lining on it with a neck guard over his chest, a pair of black slacks with boots and a dark sneer on his face.

"RElease me at once, you charlatans." He sneered, glaring at them, "I am Hex, brother of the mage Spellbinder, the Master Magician of Ledgerdomain, and you will release me and return my Staff of Ages this instance."

"Now, now, Mr. Hex. Do not be like that. We have a business proposition for you...concerning your home realm." Vera said as Hex sneered, as the teenage girl walked up, but stayed in the shadows.

"Ever since your niece took over, the magical balance in our world has been out of whack. We thought fixing all the relics Ben broke over the years would balance it out...but it's not. We fixed that sword from that Mayan temple, the Charms of Bezel, that fountain-seriously try to collect ALL that water vapor when you're 12 years old and tell me how fun that is-that armor suit the Forever Knights tried to steal...all of it. But the balance is still out of whack."

"So that is what happened…" Hex muttered sarcastically, as Vera glared at him as she flicked her wrist, releasing a magical burst into him to make him be silent, his glare going into the larger-set woman.

"And given all the trouble you have been for my brother and his grandkids, it's the least you can do." Vera said, scowling at him as Hex scoffed at this time before a chuckle is heard.

"Look Hexy...I need this favor." an older voice said as Hex turned to see a hooded figure, clad in a similar hooded cloak as him with a draconic insignia on his chest, but a familiar amulet around his neck.

"...That's...you…" Hex said, his eyes widening in shock before he bowed before him. "So...you are the Prater Magia...I had no idea…"

"Stop with the bowing. It's humiliating and demeaning for both of us." the hooded man scoffed, his voice surprisingly light and carefree despite the amount of magic coming off of him. "Look...we need the magic balance and I know I know what's happening...Zoraster is gonna fall apart, and we need to prepare for it. You know more about it than anyone...so I enlisted you and these agents to be our best bet besides the Plumbers or Secret Scientists. So...you in?"

Hex looked around and asks, "What is in it for me? I only wish to rule this realm, as you are likely aware." The hooded man looked at this calmly.

"...Your niece, she is your only family left, yes?" Hex just nods at this question as he says, "What is more important? A short-term rule since you are not as young as you once were...or healing her from the effects of the Alpha Rune?"

Hex thought this over, his eyes closed as he mulled over his words...before he nods. "Alright...I'll do it for Char-...I'll do it for my niece, Hope." Hex said as Vera nods, getting a black staff with a bird-like skull on the end of it, attached to a golden ring. The gauntlets shrunk down to a pair of bracelets as he took the staff back. "So...where do I begin?"

"You can begin...by helping us prepare for the dark one. Adwaita." The Prater Magia said as Hex's body tensed at this. "Yes he is of great power and his power grows...but do not worry, we are preparing for the worst of it. We just need your help." Hex nods, understanding as Starshine went over to her new team, as a fingerless glove clad hand went out.

"Nice to meet you, Starshine. Glad to have you aboard." said the young woman as Starshine took it and shook it hard.

"And it is an honor to work with you….Ms. Green." she said with a small smile as the other woman chuckled a bit.

Unknown to them however, a dark purple eyes watched them before vanishing from sight as a sinister chuckle filled the air unknown to them.

End of Episode 11

Welp, this was a long time coming. Sorry for the wait everyone, hope this original adventure was good. I hope this was a good chapter. And also to commemorate this, here's the bio for the new alien that was introduced, Nitro:

Name: Nitro (created by Holycrap1992)

Species: Glycerinian.  
Home Planet: Murkloom.  
Power: Has multi-colored sacs of gel along his body that, when ignited, can explode like fireworks(though, they take a few seconds to detonate). The palm of his hand can generate just enough flame to "light the fuse" of this explosive gel.  
Weakness: Igniting/detonating the gel while it's still attached to his body can injure, or possibly kill, him.  
Additional Info: The planet Murkloom is a world that(due to an extremely foggy atmosphere) has perpetually darkened skies, forcing the inhabitants to develop their explosive "fireworks" gel in order to see.

And yes, that is my idea on how to work with the whole 'Hex turning good in Omniverse' thing. I felt like it needed SOME form of expansion onto how it suddenly happened. Anyway, please read, review and suggest away!


	12. High Speed Hybrids

Okay, time to get another chapter for Ben 10 Guardians. This one is another original one (I Feel that some expansion in the universe is needed. I do not want these to be Filler, so let me know if there are ways to make sure this avoids it.) I do not own Ben 10 as a whole, I only own my own original ideas. Anyway, Enjoy.

High Speed Hybrids

(Psychobos' Base. May 22nd, 04:09)

Psychobos was working in his lab, his red light over his table to help him focus better on a special device with a few tools floating around him via his electro-telekinesis. The device in front of him was a purple device attached to a glass cylinder, but then he slams his tools onto the desk with a frustrated growl.

"You seem… on-edge, Psychobos" Malware hissed, slinking into the room in a liquid metal state before reforming into his solid state, glaring at him with his glowing red eye as Psychobos sighed a bit, rubbing his head. "Not second-guessing now, are we…?"

"For our plan to be rid of Azmuth to work, I need a special DNA component. But the DNA has long since died out from environmental factors. Even our former compatriot-and I use that term loosely-couldn't get it." Psychobos said with a scowl as Khyber walked up, slamming his hand onto the table.

"If it is a rare hunt, 'm your man. I have been itching for a good run since you have had us locked in this base for over _a whole Earth month_. My pet and I have been hankering for a good hunt." Khyber growled as Psychobos rolled his eyes at this. "And should Tennyson show up to 'play hero'?" His lips curled up into a darker sneer, as he snarled out, " _All the better_."

"Dullard, the Plumbers are still hunting for us since we came out and attacked the Plumbers AND Tennyson directly. We need to be discrete." Psychobos began, only to be cut off by a powerful, vice-like grip. Khyber hoisted him into the air, Psychobos crying out in protest, before feeling the hunter's grip tighten around his face

"Look here, Cerebrocrustacean…I have done what you have asked me to...and I _still_ do not have my quarry." Khyber growled. "Now tell me why I shouldn't just fry you, soft shell and all, r and be done with it?" Suddenly Psychobos' mouth twisted into a confident grin as his larger claw grabbed at Khyber's neck back, adding a crushing grip to make him let go. The hunter exhaled a sharp wheeze, desperately trying to inhale air; the room already beginning to spin from the tightness of the chokehold.

"Because, my dear huntsman, a crustacean's claws are for more than attracting mates… I could crush you right here and now, were it not for the fact you're still useful to us." Psychobos sneered with a hushed, foreboding tone. He then lets go, letting Khyber get some air back into his gill-like growths with a heavy gasp. The crab then noticed Orianus looking at a glowing tablet-like device, as if watching a video. "And what are you doing, you charcoal-based slacker?"

"Lookin' at something, boss. A guy who may catch your interest." he said as Psychobos took the tablet with his smaller claw and looked at the screen at the fight between Four Arms and...a T-Rex? "It's from an earth 'blog' I think they call it...it's a website about that Tennyson kid. I was told to do some research on him.

"An extinct animal? Where did that come from?" Psychobos asked. One scan of the footage, however, and the answer became clear; atop its head, familiar helmet atop his cranium, was a familiar mad scientist... "...crude technology, but it seems to work…"

"That's 'D'void', AKA, Dr. Animo. He was a big deal a couple years ago. Took over the entire Null Void." Orianus said, as Psychobos nods, rubbing his chin in thought at this.

"So tell me...where is Tennyson now?" It was Malware who spoke, slithering towards the two; steadily coiling around them in a serpentine manner. The whole time, he had been listening. Calculating. Endless codes of statistics flashed before his gaze, as an idea formulated. "Because I have… an idea that the good Doctor could prove a valuable asset to… after all…"

Malware's optics burned with hellish flame, a cold, hollow chuckle resonating from his being.

"As Earthlings so often like to say: the enemy of my enemy is my friend."

* * *

(Ditko High School Gymnasium. May 22nd, 12:03)

It was time for PE and currently Ben was there with Rook, the two watching a tennis game that Julie was in with another classmate. Ben watched his girlfriend almost fly across the board, as he says, "Come on, Jules! You can do it!" Julie gave an affirmative as Rook chuckled a bit.

"It is good to see you so encouraging to Julie and her interests, Ben." Rook said as Ben gave the disguised Revonnahgander a small elbow to the side before he noticed someone taking pictures near by, making him groan a bit. "Hmm? What is it?" Rook went to check but Ben got him to keep focus on the arena.

"Don't make eye contact." Ben ordered, but Rook had already caught sight of the young man nearby; he was a blonde haired young man with light brown eyes, was a couple inches taller than Ben-making him around Rook's height-with a lean build with a camera around his neck. "That's Herve Lapointe."

"The School Newspaper reporter? I remember him. He talked to me when I first arrived." Rook said with a small nod. "Seems like a courteous young man. Do you not like him?"

"Oh trust me, if I learned anything being stuck to this boy 24/7, I learn something about the interpersonal relations." Skurd said, hiding within the Omnitrix but poking his head out. "And from what I am over hearing, I think Herve may have a small crush on our Miss Yamamoto...and has a not-so-friendly view on Ben."

"Yeah...he's one of Harangue's biggest supporters. Thinks I attract bad guys to Bellwood. I know he just cares about Julie and all...but still." Ben said with a shrug as Herve saw Ben and frowned.

"Oh, 'allo Ben. How is that report you are needing to do for Ms. Taylor's class?" Herve said, wanting to keep a civil conversation as Ben shrugs, but played along for now as to not cause anything. His voice had a faint French accent, which traced over his words.

"Pretty good. Cash and I are working on it. Something about some Egyptian guy who's mummy got destroyed a few years ago. Someone named...uh, what was it...Ko-something…" Ben muttered as Rook thought it over.

"Khomen-Ghettit? I read on the subjects for the class, and I heard that he is gotten more info after a young girl found the most info about him in a long time. A language specialist named Dr. Crowler worked in Orchid Bay was able to work through a similar thing with the lost language and she was able to translate it. Perhaps look into her if you are finding issues?" Rook suggested as Ben nods, as Skurd just sighs.

"I'm attached to one of the most sophisticated pieces of technology to ever be known and I'm listening to conversations about a book report. Shows what I get for agreeing to thi-OW!" Skurd cried out in pain when Ben slammed the top of the Omnitrix on the rail. "GAH, my Mitochondria!"

Julie panted a bit as she hit the ball again but her opponent missed, as she saw the score and nods with a small smile; her opponent had 15 points, but she had 24. She was nine points ahead. Julie got ready for another round but heard Ben's Omnitrix beeping. "Ah man…"

Ben gave her a quick apologetic look as he turned it on and whispered, "Guys, what's up? We're kinda in the middle of something here." Herve noticed and scooted closer to listen in.

" _Sorry for making you miss a Dodgeball game or something, Ben. But we got a big problem; another prison break! This time it's Animo's pets trying to bust their master._ " Manny said on the other end, making Ben and Rook go wide eyed.

"Better go. Some retired Magisters were meant to arrive today for a meeting, better make sure they're not in the crossfire." Ben said as Rook nods, following him out. Julie sighed a bit as she whistled a bit as her bookbag was hopping over as Ship came out of it, attaching to her arm as a watch as she ran off.

"Sorry. Rematch later, kay Olivia?" Julie asked as the girl, Olivia, only gave a small nod as she waved her off as the three headed outside, Herve scowling a tad as he watched them go.

Ben ran ahead as he says, "We taking the cars to HQ?" Rook thought it over before pressing a button as the Proto-Truk arrived, as Ben did the same to get his car over. The two then drove off as they drove up quickly, heading to one of the near by highways that led to the base right away...only to see the doors were broken into by a large hole. The two stopped their cars as they ran out.

"Looks like we got a big one…" Julie said as she says, "Ship, battle mode." Ship beeps in acknowledgement as he turned into Julie's default armor, as she nods to the others. Rook got his proto-tool into it's baton state as Ben slams down on the Omnitrix.

Ben grew out a bit before becoming Spider Monkey, nodding to the others and going ahead as he says, "Hey Skurd, mind sniffing ahead?" Skurd nods as he looks through it and gains familiar-looking gills and takes a breath

"Hmm, so this is what having nostrils is like...curious. UGH...smells like...I do not know what, but it is very earthy I would assume...ugh…" Skurd groaned in disgust as Spidermonkey, Julie and Rook ran into a room that had the agents ducking around. Rayona noticed them, wearing a simple blue uniform before running to Rook.

"Rayona, are you alright?" her fiance asked in concern, looking her over to see if she is injured but she gave him a reassuring smile. Octagon and Rhomboid were near by, giving them a wave as he says, "Thanks for looking after my fiance, you two." He sounded a bit forced with that.

"No problem, partner." Octagon reassured as he threw a couple of grenades at the threats ahead with Rhomboid. He was completely unaware of the situation but had to duck when a chunk of wall nearly hit them but Rhomboid blasted it.

"Do not worry, my love. I am alright. But there appears to be a muroid-like beast with some old man and insect." Rayona pointed to the cells, as Morty-an ape-like plumber wearing a visor-was sent near by. Spidermonkey just jumped over him, making him yell out as he hit a wall behind him as Spidermonkey looked at him with a sheepish look.

"Sorry Morty." Spidermonkey said as he saw…"Oh no, not piggy again…" Before them was a giant, two-headed pig-like creature that was about the size of a bus with short tusks coming out of the left head's mouth and dark pink skin.

"Hi-Ho, Napoleon! Good job finding your master!" Animo said, petting the large pig on the head as Clancy smirked nearby, nodding to three other beasts. One was a frizzy-furred wolf that looked like it's dark gray fur was wool-like in appearance. Next to him, fighting Bryk was a large bison-like ape with a thick snort and finally a large dairy cow-like beast with a charging rush, a strange metallic sheen covering it's body. All three roared out at this time.

"Oh come on, you brought the bargain mart mutants?! I beat these guys when I was, like 11." Spider Monkey said as the four saw him and all growled a bit. "Eh-heh...and I guess they remember me…"

"Indeed, Benjamin. I had to put them in a storage facility where they were looked after. Of course, I had to get a signal out so they can give me a weapon I can use against you." Animo smirked as he got out a strange-looking device.

"And that is…?" Ben asked, squinting his four eyes as Animo smirked a bit, chuckling evilly.

"Wouldn't you like to know." Animo said as he whistles, "My pets, attack!" All four growled as the ape-like beast charged forward, but Julie jumped in front of it and punched it in the chin.

"Got it." Julie smirked as she gave Ben a small nod, who smirked as he jumped over her and shot out webbing at Animo's hand, knocking the device out of it before he jumped down, smirking a bit as he dodged a charge from the large pig. Rhomboid tackled into the large bison ape who roared out before tossing the heavy-set Vreedle into a few of the other agents. The cow mooed as it went towards Octagon with a series of tendrils at him.

"Who da heck makes a cow with tentacles?!" the pasty alien exclaimed as he ducked around, firing a barrage at it. The cow mooed in anger as Spidermonkey dodged the large hooves of Napoleon, who roared out from it's second mouth to try and bite him, making him screech out in shock.

"Come on, Wilbur. Let's dance." Spidermonkey taunted as he charged forward, ducking under it before slamming on the Omnitrix insignia, turning into Strikehog before shooting out a barrage of quills, but they barely penetrated the thick hyde. "Ah nuts…" the hedgehog muttered, annoyed. He then rolled away quickly from another stomp.

Rook dodged around the wolf-like beast, looking at it oddly. "A sheep with wolf-like tendencies...is this not a bad visual pun?" Octagon ducked around the tendrills from the large cow-like beast who mooed in anger as Julie fired a blast at it to help the skinny hillbilly.

"What do you mean, a 'bad visual pun?'" Animo demanded only to get hit in the face by a super speed punch as Helen arrived, smirking a bit as Manny and Alan arrived as well, ready for action.

"He means that you got a literal wolf in sheep's clothing. Seriously, there is a thing called 'too literal', doc. Learn it." Helen smirked as she got her blaster out, but cries out in shock as she is is surrounded by a flurry of insects.

"Nice try, kid…" Clancy hissed, glaring at this time as his insects were swarming all over her, making her helmet fall off as she tried to get them off, revealing her blue-black hair and elven-like ears as she tried to get them off. "But you're lunch for my bugs."

"Back off, hive-breath." Alan said, super-jumping ahead as he slams down a shockwave of heat as Manny came over and got Helen out of the hive of bugs, helping her brush them off as Alan turned the heat up higher. "Mind leaving? My Pa is going to visit today, so I rather NOT have the base be trashed when he visits."

"Ugh...accursed whelp...well, I needed a test subject…" Animo said with a dark smirk as he got the device to come out, revealing a sort of tuning fork-like look as it powered up an energy blast. "Time to weaken you, boy…" He then aims it at him.

Manny and Helen saw this as they both ran over and shoved Alan away as the energy blast fired, making the two go wide eyed as they both got hit, screaming out in pain. "MANNY!/HELEN!" The others screamed out in shock as Alan could only reach out in horror.

"NOOOO!" Alan said, his body glowing with shock as he powered down from the shock as the two were sent flying backwards, both screaming in pain as they were sent into a cell as the light in the room went out with the glow. The room was silent as Strikehog growled in anger, his spikes getting brittle.

"You-You…" Strikehog growled as he slams down on the Omnitrix to get a bigger alien, roaring out as he got into Lodestar, his eyes narrowed angrily as the area began to rumble a bit. "I already lost ONE friend because of punks like you, and you made your LAST mistake!" His body created various spires as the base began to rumble.

"BEN! CALM DOWN!" Julie called out, Ship screeching in pain as his body was being affected by the magnetic field. Lodestar didn't hear them however as his body began to shift and change, as if becoming a vortex around his head before shooting out a barrage of metallic shards, making Animo and his minions move out of the way quickly.

"Clancy, get an escape for us!" Animo commanded as Clancy grabbed at a nearby device and slashed at a nearby fire hydrant before beating his wings, making a smoke screen appear as the bison-ape slammed its fist into the wall and ran out, the others following as Lodestar panted a bit, calming down a bit as he went onto his knees, groaning a bit.

"Darn...it... " Lodestar panted as Skurd patted his head in sympathy, as a groan is heard as the others all turned to see the darkened cell Manny and Helen were blasted into. Everyone looked inside, Ship whimpering a bit as Lodestar patted his head apologetically as the others saw a dark-skinned hand take a hand on the door.

"UGh...ow…" A young man walked out, wearing Manny's clothes but his lower arm was missing...with a nasty-looking scar on his right hand. He had a short afro on his head and dark orange eyes. "...What hit me…?"

"Manny?!" Rook asked in shock as another groan came out as a light skinned girl came out, groaning in pain as well. She was average build and height with her hair slicked back black hair with blue highlights, faintly pointed ears and five fingers instead of 3 like before, as well as her clothing not fitting as well as they used too, looking a tad tighter due to her human build instead of her thinner one. The two looked at the others, confused.

"Did...something happen?" The woman asked, before she heard herself. "Wait...what's up with my…?" She and the young man both turned to each other and cried out in shock as they backed up.

"WHA-HA!? MANNY?!/HELEN!? WHAT THE HECK!?" the two cried out in unified shock, both staring at each other in surprise as they looked themselves over...as Helen meeped in embarrassment and kept by the door.

Lodestar turned back to normal as he says, "...can someone explain to me what the heck just happened?"

"...Get them to the medical bay, now." Said Rook...as he adds, "And someone give Agent Wheels something to cover up with. No tail after all…" Bryk tossed over a coat that was on the ground, which she caught and put around her waist to cover the back half of her jumpsuit, her cheeks flushed in embarrassment as Julie looked at Ben in confusion.

* * *

The group was now in the medical area, where Fay and Rayona were looking over their vitals as both laid down on tables, getting checked on as Blukic and Driba were doing scans on their bodies. Near by was another screen with Dr. Bortaric's image, the Highbreed looking over the vitals carefully.

The two were on tables and were changed into casual clothes; a black tank top and a pair of blue jeans on for Helen while Manny was wearing a familiar black t-shirt and gray long-sleeved combo and a pair of blue jeans.

Ben and the others were watching from a window, seeing all of this play out as Cooper sat by a depressed looking Alan, who sighed a bit. Lucy gives him a sympathetic hug as Sunny looked into the room by Ben, Tetrax just pacing a bit as he was looking angry.

"So...what did Animo do to us?" asked Manny as he looks over at the two Galvans, who rubbed their chins in unison.

"Hmm...well, if all the time studyin' the genetic makeup of the different fauna in my home town in the swamplands of Galvan Prime didn't teach me anything about genetic make ups...I'd say that whatever Animo blasted ya with, it's just messed your genes some." said Blukic, showing an image of their DNA.

"See? Your Tetramand and Kineceleran DNA is still in your bodies, but it appears your human DNA became more dominant. Essentially...despite having alien DNA in you, you're both fundamentally human in appearance." Driba said as Helen sat up.

"How the heck does that work?" Asked Helen as someone knocked on the door. "I mean, ever since Kolar said that we're not naturally hybrids, I haven't found anything to explain why we are like this."

"Now a bad time for my visit to the stomping grounds?" asked a voice as Tetrax turned and saluted quickly. "At ease there, rocky. I'm not in charge of this sector." Walking in was a 40 year old man with what appeared to be burn scars coating his dark skinned body, his left arm missing with a pair of dark gray eyes, looking like a fresh pile of ash after a raging inferno.

"Dad?" Alan asked in shock as Mr. Albright gave a nod, patting his son with his good arm as he looks at the others. "Uh...I guess you haven't met him yet. Eheh...this is my dad, Magister Genma Albright."

"I heard of you. You were one of the best intergalactic agents to get switched to Earth. Than...your squad got taken out and, well...yeah." Cooper looked at his arm and Genma shrugs, as if not bugged by it.

"Yeah...the boss man made me retire with my wife and boy. Said I was not needed...but I guess...I can explain how the Helpers came to be...least I can do with all this craziness going on." Genma said, seeing the two as they walked up with the others, Helen using Manny as support since she wasn't used to walking on her human feet yet.

"Yeah, that can help explain some things…" Ben said, as he looks at Rook and gave a small signal that said 'keep an eye on scanners just in case.' Rook nods as he got his Proto Tool's computer up and began to use the touch screen to keep an eye for any word on Animo.

"You see, when my squad began to work on Earth, we all began to get...closer to some of our human teammates. Fell in love, all that good stuff. Max's relationship with his wife and his old ex Xylene kinda motivated this, as well as...well, a friend of Max's. But there was one downside; besides a VERY small margin, most other life forms can't crossbreed with humans in the natural sense." said Genma with a sigh.

"Then...how did they get to existing if it's not possible?" asked Julie as Genma looked at Alan and nods, taking a breath.

"The three of us and a few other agents got involved in a program made by a Plumber scientist. He called it 'the Amalgam Project.' I don't really remember much from it, but he told us that we can have a son with it. So Charlotte-my wife-and I both put our DNA into the project for our own kid. And that's how Alan was made. My partners, Marda Armstrong and Skid Wheels, died on a mission though. Sorry…" Genma said with a sigh. "I survived that mission but...I retired because I was badly injured. Char told me to stop so that we can raise our boy in peace."

"Wow…" Julie whispered as Manny looked at his scarred hand at this time, curious as he sat down, taking a lot in.

"So...Animo's machine...it affected us this way because we're just some sort of...clones?" Asked Manny as Genma shook his head at this.

"Trust me, kiddo. You ain't a clone, neither is Alan or Helen. Yeah you were made artificially, but the device made you the same way a human baby would be made. They just spliced the alien DNA to work more with your human DNA." Genma reassured as Helen sat down, thinking this over.

"So...is there a chance they can be fixed?" Ben asked as Cooper rubbed his chin, as Blukic and Driba looked over their scans.

"It is possible." Driba admitted as he says, "But we need to find Animo's device to get them to get their alien genes back to the front lines." Manny sat up at this time as Helen got up.

"Wait, why do we need to speed through this? I mean...I wouldn't mind looking like a normal person for a day at least." Helen admitted as Driba shrugs at this, but saw her shaking on her legs but she was able to catch herself on a wall.

"You are not adapted to a human body. You and Manny spent your entire lives as hybrids, so without some of the alien components, your body may go into difficult health in the future. They pushed any dominant genes back, meaning that any recessive genes-especially negative ones-could surface." Driba said as Helen gave him a frown.

"Oh come on, I'm not that-AAAH!" Helen nearly fell over as she gave a flat look. "Okay, I'm NOT that well coordinated with human legs, I'll admit that…"

"And honestly my sides itch like crazy...must be the part of me that was meant to have my second set of arms…" Manny muttered as Rook gave Ben a small nod.

"I do believe I found him." Rook said as Skurd checked himself as he gave it a confused look.

"'Animo Farms'? Sounds like that one book in your literature textbook." Skurd then noticed odd looks...as he says, "I get bored, sue me. It's either that or going through the over ten million comics he has in his closet...and I rather NOT get an earful from touching them."

"Not my fault they're all mint." Ben shrugs as he looked over his Omnitrix, "Okay...Animo Farms is outside of town, so this is gonna need a good strategy." Ben said as he looks at Julie and Ship. "Think Ship can get us there quickly? I got a strategy in mind."

"You? A strategy? Now I'm really scared." Skurd joked as Rook followed with him, both he and Julie snickering to themselves as Ben was giving the slime creature a flat look. Manny and Helen shared a look before looking downcast, unsure of what to do. Alan clenched his fists as he got up.

"I'm coming with." Alan said as Genma pats his shoulder, giving him an understanding look. "Look...I know I'm one of the younger recruits, Ben. But I've been in the mess. 'Sides, they wouldn't be in this mess if they didn't take a bullet for me. It's the least I can do to help them out."

"Alright Alan, come on." Ben said as Alan nods, following after as the five went towards the hangers to fly off. Genma looked towards the two human-ized plumbers with a concerned look as Driba got out a small box.

"Fleen cake?" the small galvan asked, wanting to try to cheer them up. Tetrax gave him a flat look that said, 'really? Now?' The shorter Galvan gave a sheepish look at this. Genma looked at the two and rubbed his chin, as if in thought.

* * *

(Animo Farms. Outside of Bellwood 14:03)

Ship flew over the old farmlands as he opened up, Julie looking outside as she says, "You sure this is gonna work?" Julie asked as he nods, jumping out and slamming down, turning into a familiar insect.

"BALL WEEVIL!" He said as he jumped off, his small wings fluttering on his back to help glide down to go inside of an air duct, the green and black space ship landing near by to let the others off.

Julie looked inside of the duct as Rook calls out, "You see anything in there?" There was the sound of some things ahead as Ball Weevil continued to scuttle ahead.

"Not yet! I am just gonna find an entrance for you guys." said Ball Weevil from inside. Suddenly there was a growling sound as he says, "HOLY COW THAT IS A BIG RAT!" Suddenly the sound of a tussle is heard from the outside the thing before a fairly large rodent ran off with a scared squeak.

"...Well, that happened." Alan said in a shocked tone. The others just nod, looking at the grate before looking for an entrance where Ben could be.

* * *

Inside of the building, Ball Weevil headbutted into a grate to knock it down as he says, "Heh, super effective." He chuckled a bit to himself as he scuttled down the wall, looking around. The lab itself was still a trashed mess since the time Ben and his team took out Animo's dinosaur production from the year before, looking around curiously. "Hmm...coast is clear…"

"Animo must have a secret lab...lets get the others inside." Skurd said as Ball Weevil spat out a small glob of plasma before jumping up and began to clean up the mess around him. "What's with you?"

"Dunno...place just looked rather messy. Thought I'd just get two birds with one stone." said Ball Weevil as Skurd chuckled a bit.

"Ah yes, I forgot...the Anthocleanz are naturally neat freaks. Maybe you could use this to clean your room?" Skurd joked as Ball Weevil actually rubbed his chin, as if thinking about it. He then shrugs it off before tossing the now larger ball of plasma and kicked it towards the wall, causing it to explode outward as the others came inside.

"Subtle." Julie joked as Alan nods, chuckling a bit as he looks around. "So...let me guess; we look for a hidden passage way?" Ball Weevil nods as he turns back into Ben, as he started to search.

"Yeah. He's not in this lab, there should be something hidden around this farm to tell us where Old McDonald and his Freak Farm is." Ben said as they all nod, starting to look around for any nooks and crannies.

* * *

(Le'Roys. 14:43)

With the others, Lucy was sipping a milkshake as she sighed, relaxing a bit as she and Sunny sat with the still humanized Manny and Helen, with them a cane for her.. Near by was Octagon and Rhomboid, both wearing ID masks...that just turned them into human versions of their usual selves since all that was different was that they had caucasian skin tones, noses and more noticeable ears, but wore their usual attires. The two were drinking sodas at a fast rate with Genma, who was just chuckling at how they were acting.

Manny was sipping on a smoothie as he says, "Ugh...this is messed up. Alan is with Ben right now and likely getting into trouble." He then sighed a bit as he says, "Well...at least things can't get any worse…"

"Yeah. Well, except for the fact that my feet still feel weird. Thanks for letting me borrow these shoes, Luce. You sure it's okay?" asked Helen as the Lenopan just waved it off.

"Don't worry 'bout it, Helen. I buy a lot of shoes for inspiration for my outfits." Lucy said with a smile as she noticed some guys looking in their direction as she groans. "Ah great…"

"'Ey Luce, who's the blunette?" asked a young man wearing a jersey walked up, as Lucy just groaned a bit.

"Back off, muscle head." Manny said, giving a slight frown in annoyance as the jock just laughed at this.

"What you gonna do about it, nerd?" he asked as Manny got up, showing he was a good foot over him, making the teen back up nervously.

Manny cracked his knuckles as he says, "Give me a good five seconds and I'll show you what I'm gonna do." Helen nudged him down, looking at him with an annoyed look.

"Manny, calm down. I can handle some meat head." Helen said as Manny scoffed at that, rolling his eyes as she gave him a look. "What's with the attitude?" Manny just gave her a flat stare before sitting back down to get more direct with her.

"Do you not notice the situation? I'm not just worried about some punk from a high school. I'm worried about what Animo did to us. What if it's not irreversible? I'm not exactly in line for giving beat downs to bad guys if I don't got my strength to back me up. And at the moment, you're having trouble standing straight." Manny listed off, counting down some of the problems on his hand.

"Wow...seems things are rough." said a voice as Manny and Helen went wide eyed as the two then saw an African-american teen with a flat nose, dark brown eyes and thick lips. His attire was a blue baseball cap with the mascot of Ditko High School on it and a pair of jeans with a Kangaroo Kommando T-shirt. "S'up, you pals with Ben?" He asked as he walked up.

"Oh, hey Jonesy." Lucy said, giving a small wave as Jonesy give a smirk to her as he handed a note to her. "What's this?"

"It's the assignment from the 7 to 9th periods at school for Julie, Rook and Ben. Their teachers told me to find someone to give this too so they're not behind." Jonesy said with a small smile to her as he got a chair from a nearby table and got it near them, sitting on it backwards. "So, how ya doing, Luce? Still being a pain in the neck like when we were kids?"

"Hey, I only visited in summers when we were kids. Plus ya didn't have to come over when Ben did." Lucy said as Manny and Helen gave confused look as Lucy coughed a bit. "Uh...Jonesy, this is Helen and Manny, friends from work, and the Goth girl is my cousin Sunny. Guys, this is Jonesy McDuffie. He's an old pal of mine, Ben and Gwen's. Heard you were part of the baseball team." Lucy said as Jonesy nods, giving a small smirk.

"Yep. I'm one of the best pitchers in the county." Jonesy admitted as he says, "Though that's not as cool as you being a, well, ya know." Jonesy said as he saw the other three freaked out. "Don't worry. I was one of the few who knew about Ben and Gwen's secret as a kid. So don't worry."

"Yeah, well, not a lot of things to keep secret right now...we kinda lost our powers." Manny said as Helen was looking outside, thinking about the situation.

"Ah, that's too bad. I think it's pretty cool with you guys." Jonesy said as the two looked at him with confusion. "I mean, to have powers? Honestly you aliens got the cool stuff. Being able to lift up houses, super jumps, flight, superheat. I ESPECIALLY like the idea of magnetism. Seriously, being able to manipulate metal? That would be awesome!" The two looked at him with an amused look, but Helen still looked unsure.

She then noticed a ML-E and K8-E speeding around with Ester, likely playing tag in secret as to avoid suspicion and looked at her human form, as if curious. "Look...I am flattered you think having powers are cool...but honestly, there was a part of me that want to be less secretive."

Jonesy looked at a near by TV and saw it was a muted Harangue editorial on Ben, showing him fighting against a high speeding race car driver with white hair in his XLR8 form, Helen watching him going after him and tying him up in a few seconds, smirking a bit as he patted his hands. "Well, I still say having powers are really cool. Seriously, Ben and the rest of his team are really lucky…" Jonesy said as he chuckles, "Bet whatever he's doing is really exciting."

* * *

(Animo Farms. 15:03)

Skurd was staring at a strange painting that looked like a set of square shapes in a circular pattern on a table. "How do all the squares make a circle?" Rook shrugs as he was looking it over, trying to see if something to knocked under it.

Julie looked around as Ship was sniffing around, but then he barks a bit at something. "Ship! Ship!" Ship points at something, with ALan checking on it.

"Oooh, nice job, Ship!" said Alan as he pets the robotic alien as they went inside of the secret base, looking around as they walked down the holes. The group went down into the underground lab, as there was a conversation ahead.

"You sure this is gonna work, Doc? The last time you screwed around with the Omnitrix, it got that kid into some sort of weird hybrid form. And he still kicked your butt." Clancy said in the darkness, as Animo scoffed.

"And when you first met him, he was dealing with a cold. We both fought him in situations where he made due with a bad situation...but this device is different. You see, with the ability to manipulate genes, I have discovered ways to bring out the worst and best of an organism. I can induce..evolution." Animo explained as the group went to see his new lab.

"And how the heck are you doing that?" Clancy asked as Animo chuckled a bit, petting the large dual-headed pig that was near them.

"Simple, my good man; i use the same science I have always done but be more precise. I always mutated my animals, but I realize that just making them into monsters is not what makes them powerful. We hyper evolved ants to be able to follow our commands, and I even created near-sentient dinosaurs. Even my farm-based creatures here are a combination of things; Napoleon is a hyper beast with two consciousness, Mad Cow is a perfect blend of earth bovine and biomechanical machines, Boxer is a physical and intelligent power house and finally Wolfen sheep is a perfect blend of predator ferocity and herbivore devotion." Animo pointed out with a dark chuckle. "So I realized...I have the right things to effect the genetic structure of all live on earth and beyond. So I wish to expand my horizons."

"Yippee...and why have these fossils?" Clancy asked as the group then saw what was in the room with them; besides the four farm mutants, it was a large collection of skeletal remains of various shapes and sizes, likely from excavations he had funded.

"To crossbreed my mutants, of course. I am going to use ancient DNA to better coordinate the DNA to my next batch of mutants. Instead of just fusing them with modern animals...I Am going to use the power of primordial life as we know it. I have already reanimated the cells of Dinosaur and Ice Age-era animals when that brat was a mere child...and with the introduction of this Galvan technology, I can step it up. And combining that with this anti-Omnitrix device, I am going to be unstoppable!" Animo then started to give his signature crazed laugh, as Clancy went along with his own sinister chuckle as the four beasts all growled in agreement.

Rook frowned as he listened in, looking to the others, "It appears that genetic weapon was just one of his few things he did...must've been made to affect alien genetic structures. Specifically those in the Omnitrix, like Blukic and Driba theorized."

Alan frowned at this as he says, "And I got Helen and Manny to get the hit for me…" the young pyronite hybrid looked downcast at that as Ben pats his shoulder.

"It wasn't your fault, don't worry. But for now...we need to stop this." Ben said as the younger Plumber gave a nod as Ben got the Omnitrix out to look for something.

"I do believe this one could be of good use for this situation." Skurd suggested as he showed off one in particular for him. Ben nods and slams down, as he started to grow in size…

And a set of clawed hands slammed down to smash the wall, sending the brick and mortar into a puddle-like state that splashed forward and slammed into Animo and Clancy, sending them back. "What in the…?" Clancy looked up and saw one of Ben's new aliens, who gave a soft growl.

Standing before them was Ben as a muscular, 5'11 tall humanoid alien Badger with red-pink fur with black stripes on his face and back, dark yellow-green eyes, thick gauntlet-like hands with three thick claws for hands, and wearing a pair of black pants with white open shoes revealing two clawed toes, with the Omnitrix insignia on a band on his right arm. "Be afraid, my mad scientist friend; this is a Taxerra." Skurd chuckled a bit as Ben smirked a bit. "This creature is able to affect the molecular bond of Stone and other geological matter and reduce it to a more...malleable state for manipulation with their claws."

"Eh, too fancy-sounding...how about... **Mattear**?" Mattear smirked a bit as he slams down his paws, giving a bit of a lift behind him as Rook, Julie and ALan all came up; Rook firing a barrage from his blaster, Julie-in her Flight mode-flying over them and Alan using it to release a blast of fire.

Animo and Clancy all ducked aside as Animo says, "My Pets; attack!" All four growled at this as Boxer-the bison/ape hybrid-charged forward and slammed a hand at Rook while Napoleon charged at Mattear, making him grunt a bit as he once again tangled with the large pig. Julie flew around as Mad Cow mooed loudly before sending out tendrils out of it's back to try and tangle her up, all the whole Alan ducked around a bite from the Wolfen Sheep.

Alan yelped out in shock as he says, "Well...at least we don't have to worry about any more things, right?" Animo just chuckled at this as he whistled. Suddenly a set of doors behind him opened up...revealing many familiar faces for Mattear; a giant prairie dog, a large locust and a flaming bat-like beast.

"...You know, I always wondered what happened to them over the years…" Mattear admitted sheepishly as the other beasts roared and joined the fray, as well as a large multitude of insects. Mattear slammed his claws down as a giant wall erupted from the ground to block the stampede.

"I will call for some back up." Rook said as Mattear kept growled to keep it from attacking them, the monstrous animals trying to tear through the malleable wall that took the hits but the badger-like beast tried to keep it up. Rook got his badge out and activated the communicator. "Lucy, are you there?"

" _Rook? What's up?_ " Lucy asked on the other end as Mattear grunts with a rather big tackle from the mutant prairie dog, the wall bouncing it off. " _What was that?_ "

"Animo has more mutants here. We need back up. Bring any and all people you can. Animo has a big plan, and I rather not have it occur in a populated area." Rook said as Lucy gave a confirmation as Mattear growled a bit.

* * *

At LeRoy's, Lucy got up with Sunny as the Vreedles and genma got up as well. "Boid and I will get the car." The Vreedles ran outside to their truck, as Manny got up as well.

"I'm coming too." Manny said as Helen followed up, but stumbled a bit. "...I think you need to stay, Len." Helen gave him a look as he says, "Look, it ain't that I don't think you can't fight. Trust me, usually I wouldn't think twice on this. But you can barely stand right now."

"Better than nothing. Sides, we don't leave anyone behind." Sunny said as Genma walked up, looking at them calmly.

"Mind if I come along? Wouldn't mind helping my son out. 'Sides, it's been awhile since I been on the field. It'd be nice, I'd say." Genma said as they looked unsure, but then saw a large dark orange and red pick up truck-like vehicle came out and opened the back. They all ran inside as Genma jumped in as well.

Octagon smirked a bit as he and Rhomboid ditched their masks, returning to their true faces and took off, their truck turning into a red and orange space ship that took to the air. Unknown to them however, a ship began to come into view from the sky but was hidden from sight in the clouds.

* * *

Back at the Labs, the mutants roared out as the bat took to the air and sent a flaming blast of energy at it, making Mattear yell out as he felt his fur get burnt. Julie activated her Extreme Temperature armor and fired a blast of mist at Heatbat, making it screech out in pain.

Rook glared at this as he got out of the way and slammed his fist down. "Stone Cutter!" He said as he sent a shockwave at them. Mattear let go of the wave and slammed down on his symbol, turning into Goop, who then noticed something...off; his omnitrix symbol was inside of his body and the UFO was floating free around him.

"Just a slight update." Skurd admitted as Goop just shrugs as he stretched around, dodging around the attacks before spraying a blast of acidic slime at Mad Cow, who mooed in pain as he then slammed his fist into the cow's face. The insects flew around, but Julie sprayed them down with her icy mist.

"Good one, Jules!" Goop said with a thumbs up, ducking around a slam from Boxer, who was blocked off by Alan who glared a bit, glaring as he fired a blast at the locust, causing it screech in pain as it landed on the ground with a grunt. He then glowed his body a bit to attract the bugs to him, giving Julie's time to blast the ground with an icy sheen to make Napoleon slip on it.

Clancy growled as he jumped at him...only to get hit when the Vreedle's truck crashing through the roof and into him, knocking him aside as it crashed into a wall. "Ooh...I told ya ta not take the wheel, Boid…" Octagon said in annoyance.

"Sorry Octagon, I thought I saw a flock o' ducks in the way. I didn' want to hit it." Rhomboid said sheepishly as Manny crawled out, annoyed.

"Oh yeah, you barely care when you nearly blow us all up. But heaven forbid you nearly hit a DUCK." Manny said in annoyance as Helen nods in agreement as Manny gave her one of the guns from the back of the truck, Helen nods as she fired a barrage at them from over Manny's shoulder with him firing double with his own set.

"Cavalry is here!" Sunny said, going into her Anodite form as she made a pair of mana hammers and slammed them into the prairie dog. "Heh, I was always good at whack a mole." Lucy giggled as she slinked around, slamming into Wolfen Sheep with a muddy punch. Goop slinked around before slamming into the Omnitrix insignia on his chest, making him shrink down.

Animo looked around in annoyance as he got his device out and says, "Alright Tennyson...come out so I can blast you for good…" He then looked around, only to cry out in shock as he felt a blast hit him. He glared and saw Nanomech flying around him and firing a blast of energy at him.

HeatBat growled as he flew at Alan, but got blasted out of the air from an attack as Alan turned to see Genma with his hand glowing with flames, his hand turning more Pyronite in appearance before his body started to change shape, his scars glowing to reveal they were the cracks in his fiery form before becoming his true form, roaring out as his orange flames coming out of his body, his rocky form a scarlet red color with dark orange flames. His stump was flaming as well, being only a flowing bit of flames.

"Thanks Pa." Alan said as he dodged around the prairie dog and flew up to kick it down. Manny gave a smirk at this as he fired at it to help keep it down, Helen hanging on to keep blasting at it.

Rhomboid dodged around Boxer before getting a grenade out and tossing it out towards it. Suddenly it went off, releasing a blast of gas into it's face to make it faint. Boid smirked a bit before seeing Animo with the strange device. "'Ey, ain't dat the do-dad that turned Manny and 'Elen into humans?"

Octagon looked and nods, "So it is, boid…" Rook saw it as well and got a grappling hook to grab it and take it from Animo, who yelled out in shock as Nanomech kept blasting at him. Octagon ran over and took it. "Hmm...maybe I can get the tech support to help me fix this thing up. Boid, cover me." Boid nods as he got in front of him to blast away as Octagon got his communicator out.

"We're trusting OCTAGON with it?" Asked Manny as Octagon got the screen mode active on the Badge, making a small video feed go to the lab with Blukic and Driba there with Cooper.

"I'm gonna need ya'lls help with this doodad. It's the thing that Animo blasted our compatriots with." Octagon explained as the three nod, getting to work on checking on it as Octagon ducked from a tendril nearly hitting them. "And I would like it be done fast and furious like!"

"Okay...I studied the device when it first arrived, so there should be a setting on it. Try to find it." Cooper said as Octagon did so, looking it over and finding a small screen and opened it up, revealing a dial of sorts.

Nanomech flew around Animo, who tried to smack at him from the air before Nanomech suddenly glowed a bit and grew out and turned into XLR8 and smirked a bit deviously before his visor came up and sped around the room, moving past the groups as Clancy continued to make the bugs before slamming his tail to smack him into the face with it. Helen watched this and looked down, thinking it over and saw this as XLR8 sped around the room.

"Come on, Octagon, get to it!" Julie said as Cooper kept giving him instructions, as Boid slammed aside the locust that came near them. The group continued to fight, unaware of a figure starting to form as a red portal formed out of sight.

"Okay and...got it!" said Octagon, getting up and running over to Manny and Helen. "Ready ta get y'all's mojo back?" Manny gave a smirk, but Helen looked unsure, thinking it over for a moment before nodding. Octagon nods as he activates it as it powers up, Animo having to deal with XLR8 still as he was kicked away.

The Heatbat growled before slamming Alan away, just as the blast hit the Helpers from the device, as Boid gave a quick "That ain't good!" as the three got hit by a light blue energy. The three yelled out in shock as they were sent back from the force of the energy, sending them into another room as their bodies began to shift a bit.

"Not to worry, Boid...it's the enhanced settin'. It's meant to bring out the best genetic aspects of something. Or at least that's what they analyzed from it." Octagon said as the Prairie dog jumped at him...but suddenly it fell when something hit it. "Nice shot, Blonco!"

"That...was not...me…" Rook began as the creature went limp from it, Animo staring in shock as he saw Khyber walk in, chuckling darkly from the smoke around him. His pet came up, growling a bit before it glowed, seeing as XLR8 was out as it shifted.

"That's not good…" Julie said nervously as Sunny landed, getting her mana at the ready, only for everyone else to yell out in pain as they felt some sort of...static energy going into their body. XLR8 yelled out the worst as he went onto his knees.

"Ah nuts...a...Delaterran…" Skurd groaned as he looks up as he felt this. "Not a good mix...when you have a form that needs speed...the predator of a speedster like XLR8." Standing before them was a 20 foot long, 8 foot tall reptilian creature with long, spiny arms and legs with what looks like thin membrane with lightning-esque spots growing in between the limbs, small claws that look like sockets, a thick bony skull with a small beak mouth, dark red eyes and a long, clubbed tail. Around it's neck was the Nemetrix insignia.

Octagon groans as Boid says, "Octagon, I can't move…" Genma groaned as Lucy started to melt a bit, unable to keep her binds together as Sunny's body began to flicker, groaning in pain as the creature hissed a bit, looking at XLR8 hungrily.

"Don't let your beast eat him, Khyber...we are not here for Tennyson." Psychobos said as XLR8 glared in anger, Skurd's own eyes narrowed darkly at the crustacean arriving. "A fine laboratory, doctor Animo...and I use the term loosely. Though crude and using lackluster Galvan technology, it is quite remarkable."

"Try this for 'remarkable...Mad Cow...Heatbat, attack!" Animo strained the attack as Heatbat flew up and got Mad Cow out of the way of the binds as it threw down it's tendrils, but a familiar red and black hand caught it and yanked back, grabbing the large cow by it's neck, shocking XLR8 and the others as Malware was obscured in the darkness, chuckling darkly as his body glowed in the dark.

Heatbat flew around to try and attack, but a blue blast of flames fired outward, making it screech out in pain. It flew to the ground, the blast still on it as Orianus walked out, smirking evilly as Heatbat was groaning in pain. He then walked over to it with a small smirk, his armor protecting him from the field as he sent another blast into it. The blue Pyronite looked at Khyber, who nods with a dark smirk before Orianus slashed through it, shocking everyone as they saw the fire in it's body die out, leaving a now empty fiery bat head, which he took. "Got a trophy, boss man. So this wasn't a complete loss either way."

"Indeed…" Khyber smirked darkly as he went over and got his knife out of the large beast, cleaning it up before sheathing it. "Now...for what we came for…" Mad Cow mooed in protest as Malware continued to hold onto it, gripping it's neck tightly to try and quiet it.

"Now Animo...your device for reconstituting DNA from ancient life forms..where is it?" Psychobos asked as Animo glared at this, his eyes narrowed. "Not going to tell us? Tsk-tsk-tsk...how rude...Malware...maybe you can help me persuade him?"

"Indeed...but first, I am quite famished…I heard that red meat is good for you. Plenty of protein." Malware joked darkly as he gripped tightly, the Cow mooing in pain as a strange circuitry began to course around it. XLR8 went wide eyed as he turned back into Ben, watching in horror as the cow mooed in pain as the red energy began to break it down.

The cow's mechanical parts began to break down, followed by the cow's body as it began to glow red, it's body beginning to crumble away, leaving Ben shakened as some...dark memories formed as Malware only laughed evilly. Suddenly a set of tendrils grew out of Malware's back and wrapped around Animo, before releasing a small shock through him to keep him from moving.

"Now...to get into that head of your's…" Psychobos said as his head opened up before shooting a blast of purple electricity into Animo's head, making him cry out in pain as the mad scientist smirked evilly as Khyber, Orianus and Malware watched with sadistic fascination, the rest of them forced to watch as they couldn't move, unaware of movement in the shadowy area the others got sent into. "Ah...so that's how you did it…"

"Hey ya Coney island rejects!" a voice said as a table was thrown at the large creature, making it distracted as the field disappeared. The others felt movement as a sudden appearance of an 8 foot tall humanoid jumped forward and slammed both fists into Malware, sending him flying back a bit. A bright yellow flash of fiery energy flew out and hit Orianus as a quick tail whip hit Psychobos, making him grunt a bit.

'G-Guys…?" Lucy asked in shock as they saw the Helpers come out of the smoke, all okay but looking a bit...different thanks to the effects of the device as Ben was in shock still over what Malware did, as Julie and Rook went over to him.

"Whoa...gotta say to D'void...when he makes something...he doesn't let up." said Helen, smirking a bit as she was now back in her Kineceleran form but she looked different; she retained a more human-like physique than before and her hair was long and wavy, but her eyes were the pitch white of her species except for a silt of green like before, but her clothing was also torn a bit to go with her new physique.

"...Better hope Kev doesn't get too mad about his shirt though." Manny said, stretching a bit as he glared at Malware and the others. He was once again a Tetramand, clad in only KEvin's now ripped jeans, but he was now much taller than the 6 foot man before, he was now over 8 feet-having gained the increased height of his species-but retained five fingers on his hands and the orange color in his four eyes, as well as a thick mane of curly black hair, but his now shirtless physique revealed he regained both of his lower arms, but his right lower hand was back to its original spot. "BUT I got my hand back, so that's a plus for me."

"And I'm more fired up than before." Alan said, as he was still in his Pyronite state but he appeared to glow brighter than before, similar to his father's flames. He looked at Orianus as he says, "Heh, not so hot now, huh blueboy?" Orianus growled as he got up, his body starting to glow.

"No...we got what we came for…" Psychobos said as he picked up the unconscious Animo and tossed it to them like a sack of flour. "We'll be on our way now…" Manny quickly ran over, but a tendril slapped him aside, making him yell out.

"You may be more powerful than before, boy...but you still do not know how to use your new-found strength...but maybe you'll be a threat to extinguish later. For now...we got bigger plans. But don't worry Ben…" Malware looked at Ben with his fiery eye as he says, "You will get what's coming to you." He laughed sinisterly at the fear-filled expression on Ben's face as Khyber's pet shook itself off as Psychobos pressed a button on his tool belt and a dark red flash of light filled the area, as the Faction vanished from sight.

Alan groaned a bit as he says, "Crud…" as he powered down, going back to his human form. However, he now had some faint scars on his skin like his dad's Pyronite markings as Helen ran over to Ben.

"Come on...let's get back to HQ...and bring them along." Helen said as she saw the remains of the two dead experiments. "And...likely think this through…" Julie nods, looking at the still shaken up Ben with concern in her eyes.

* * *

(Plumber HQ. 17:45)

After some time to relax, the group was now at the HQ with Manny and Helen going through tests for their newly enhanced physiques with Helen wearing her helmet again, only with her bangs showing due to the increased length of her hair as Manny was back in his usual attire, though his midriff was exposed due to the extra couple feet to his height.

Alan was in his quarters, looking down at the moment as Rook knocked on the door. "Hello, are you...well, Alan?" Rook asked as he sat down by the younger Plumber. "I am aware that things were quite...surprising." Alan gave him a faint look at that as he says, "Okay that is putting things mildly, but still."

"It's just…" Alan gave a soft sigh as he says, "It was my fault Manny and Helen got blasted in the first place. They took the hit for me...honestly...I'm feeling like the biggest mess up in the whole thing." Rook gave a surprised look at this. "I mean, Pierce did try to encourage me...but think about it; every fight I'm in...I either lose or mess it up."

"Boy, if that's what is goin' through your head, you are kinda in a weird spot if ya ask me." a voice said as the two turned to see Genma, who was against a wall. "Look son...you don't learn nothin' from winning all the time. I was taught that lesson a good number of time when I was in the Plumbers. If you're gonna quit after being in the losing side of things a few times, then I failed as a parent." Genma said, his tone firm as Rook got up at this.

"Alan, I understand where you are coming from. I have faced my own share of concerns with the self doubt situation. But I learned from those times...and it is time you learned as well. Perhaps what you need is not a victory...but maybe a chance to put your training to the test. How about...I help you?" Rook suggested, Alan looking up at this curiously. "It will be harder than you are used to...but if you and I trained together, we may become better than we are. What do you say?" Rook asked, putting a hand out. Alan thought it over...but shrugs and took his hand.

"Worth a shot, man. Thanks." Alan said as Genma smiled a bit as he walked off, getting his phone out to indicate he was needing to get a call. He then walked ahead...but then began to get a faint look on his face as he got his phone out and dialed a special number.

"...I am here, Proctor. AND I got the device you wanted me to get." Genma said as he had the device Octagon messed with before. "Now...will you leave my family alone?"

" _Do not talk ill to me, Magister Albright. I was the one who helped you gain this family you hold dear. And disappoint me at all...and things can only end so well…_ " A voice hissed into his ear, making Genma grit his teeth as his body started to smoke up. " _Now, now Genma...no need to get hot under the collar as they say._ "

Genma hung up with a sigh as he says, "All this...for some 'coming storm'? Peh...paranoid old fart…" he then walked off, trying to get something from a vending machine, passing a room where Ben was sitting down alone at the time.

Skurd slinked out and asks, "Hey my boy, you feeling okay?" Ben shrugs as he got his cell phone out. "Ah...the silent treatment...yes, well...remember, I and the others are here to help in anyway."

"I know...thanks. You rest up, Skurd...been one heck of a day…" Ben said as Skurd nods, slinking into the Omnitrix to rest. Ben then sighed a bit as he got out a video out that showed an old news cast.

"- _It appears this strange, jester-like alien is once again involved with stopping another bank robbery. Who is this alien and does he have anything to do with the alien heroes of last summer?_ " A female voice on the video said as Ben watched as he saw the picture of Feedback appear….before going to the next video. " _It's been awhile since anyone has seen any sign of the alien heroes...where are they? It's been 3 years since the day the aliens have come. Is the Earth safe...or is something going on?_ "

Ben took a breath and sighed a bit as he relaxed, rubbing his head as he went to rest, groaning a bit as images of himself as Feedback began to plague his mind, with a certain thought filling his head; a burning sensation as he felt his body starting to burn up.

In his cell, Animo was still unconscious, groaning a bit as he was out cold from whatever Psychobos did to him. Clancy was sitting in the cell next to him, bandaged up as he groaned a bit with a small hiss.

* * *

(Psychobos' Ship. Same time)

Psychobos was working on the new device, as he says, "I'll admit...that little show you put on for Tennyson was a tad...over dramatic, as it were." Malware scoffed as Psychobos adds, "Plus remember our true goal...we needed the Omnitrix not just to get rid of that brat...but to kill Azmuth."

"I do not forget things like that, Psychobos...just remember that we now have the right equipment to get the job done." Malware said as he hisses a bit. "Besides...we also got a bonus. Ben Tennyson, the greatest hero in the universe...knows of our strength...and will do nothing to stop us now." Psychobos nods at this, as the two shared an evil laugh in the darkness of the lab as a small cylinder stood at the ready, shining a bit in the darkness.

End of Episode 12

Well, this was a wild ride. I hope you all enjoyed it. And as per usual, here's the bio for the new aliens introduced:

Mattear: Takes the form of a humanoid alien Badger with red-pink fur with black stripes on his face and back, dark yellow-green eyes, thick gauntlet-like hands with three thick claws for hands, and wearing a pair of black pants with white open shoes revealing two clawed toes, with the Omnitrix insignia on a band on his right arm.

Powers: By placing his claws into the ground, he can manipulate the rock and earthen matter in his clutch to making it liquid-like in nature allowing him to manipulate it in various ways, via making it spike up, make platforms for him to move, go around different areas, etc. He can also manipulate it by either melting and solidifying it around someone to limit movement or sending a wave to knock opponents back. Can also dig underground using this power, moving around a fast speeds to get to where he needs to go.

Weaknesses: Has sensitive eyes to very bright lights, needs to be having his claws (either hands or feet) in the ground to manipulate it, anything that can quick-freeze liquid matter can make his powers kind of useless, his claws can't pierce metal, cannot manipulate matter that is already liquid.

Species: Taxerra

Home world: Basingae

Voice Actor: Travis Willingham (Knuckles the Echidna from Sonic the Hedgehog)

Hampount (XLR8 Predator; Delaterran): A 20 foot long, 8 foot tall reptilian creature with long, spiny arms and legs with what looks like thin membrane with lightning-esque spots growing in between the limbs, small claws that look like sockets, a thick bony skull with a small beak mouth, dark red eyes and a long, clubbed tail. Around it's neck was the Nemetrix insignia.

Powers: The creature can create a powerful field of energy on the ground that can inhibit movement.

Weakness: Cannot work on flying enemies, is susceptible to static charges that is stored inside of Kineceleran, can't keep the energy field on if it's not touching the ground.

Well, I hope you all liked these new aliens and hoping you guys enjoy this. Also, if you are interested, Ben 10 Guardians now has a TV tropes page. So if you want to add to it, go right ahead if you got an account. And please Read, Review and Suggest away!


	13. News Worthy

Okay, time to get this underway. This is the last original chapter before we get back to the adaptations. I hope you enjoy it. I do not own Ben 10 as a whole, I only own my own concepts, others belong to their respective owners. And apologies for the long wait, school has a thing to be done.

News Worthy

(Frank and Natalie Tennyson's house. Bellwood, USA. June 1st, 10:15)

At a large home in Bellwood, which had two floors and a planted tree in the backyard, held within the office of one Frank Tennyson, attorney at law. Frank is a middle-aged man with his brown hair having grown out slightly to be thicker - likely from a healthy diet - with his dark brown eyes studying many legal documents. He was in his more casual attire of a white button-up shirt and a pair of slacks. As he rubbed his head, his glasses moved a bit with his hand..

Then he heard someone humming as he looked up to see his son Ken in the office rubbing his chin in thought, clearly trying to think of something as he had his laptop out. "Writing something, Ken?" Ken replied with a shrug before standing up.

"Trying to think of some music for my band. You see, besides being the bass player, I'm the guy who has to make the song. And it's a song for Ben and for everything he did. How's this?" He said as he began to get his guitar out and began to play a bit. " _In a world full of aliens-_...Okay, that's not sounding right…"

"And seems like something that someone else would use." Frank joked as he went back to work, as Ken began to play a bit to think of some other lyrics.

" _Ben 10, he's a kid and he wants to have fun. And when you need a superhero, he gets the job done..._ Eh, getting better...not exactly the greatest, but it's something. I'll need to think of something." Ken shrugs as he sets his computer down and turns on the TV his dad kept in his study. As it flashed on, the first channel on was unfortunately…"Ah great, it's the 'I am a middle aged man with graying hair complaining about a teenager' channel…"

Frank looked up to see that it was _Harangue Nation_. This time, showing a picture of Gwen and Kevin helping Ben against a humanoid cobra-like creature in Bellwood. "What in the…?" Frank asked as Will appeared on screen.

"... _As I have said plenty of times on my network, Ben Tennyson has this knack of enlisting dangerous felons to join his quote 'hero team.' After all, he has enlisted the aid of not just a well known Manhattan delinquent from 7 years ago, one Kevin Ethan Levin, but also some sort of...witch-like creature who must be clearly related to the dangerous criminal known as 'Hex_.'" Harangue stated unabashedly, making Frank's teeth grit. He felt the need to turn the TV off, silencing the man's hate, before noticing something as he got closer to the TV. Instead, he paused the TV.

"What's up, pop?" Ken asked. His father didn't reply at first; instead, he began zooming in on Harangue's glasses and catching a faint reflection. This Ken noticed. "What is that?" He looked at it carefully, seeing a silver and orange color to it.

"No idea, but it seems to be of interest in this…" Frank said as he pushed the record button. He then push the play button to continue the video.

As the video resumed, Harangue looked at the screen calmly before nodding. " _Speaking of, who knows what this menace to society is up too at this very moment._ " Harangue said, his tone firm and serious. His gaze like steel that made both Frank and Ken frown with disapproval and suspicion towards the man..

* * *

(During that exact moment. Downtown Bellwood. 10:20)

"WHY am I Enormoty!?" Ben yelled out as he was being spun around by Trumbipulor, the giant elephant trumpeting a bit with a small smirk. It soon disappeared and replaced with annoyance as Julie and Rook fired at him with their blasters with Ship giving covering fire via his turrent form. The large elephant just chuckled as he continued to smash him around.

"Well, YOU were the one who was all 'We got to stop the rampaging elephant', but failed to think of an ACTUAL STRATEGY!" Skurd cried out in annoyance.

Before Ben could retort, he was grabbed Trumbipulor, who gave him a devious smirk, before he started to crush him. "I know Atrosians are tough buggers, but lets see how much will take to crush you!" He said eagerly. Then, as he applied more pressure, something unusual happened.

 _Squeak!_

Everyone suddenly stopped what they were doing; that sound confused many. Julie and Rook were looking around in confusion to find the source of the sound. Meanwhile, the elephant-like alien looked down at Enormity oddly.

"What the…?" Skurd asked in confusion. Then, Trumpbipulor squeezed the yellow-tinted alien again; making the same squeaking sound.

"Ow…" Enormity muttered in pain as Trumbipulor kept squeezing him, making him squeak in continuation as the elephant just laughed at this.

"Oh man, this is hilarious!" He laughed at this as Julie stifled a giggle, but Rook kept mostly a cool face though he had a faintly amused smirk.

"OKAY, This is getting old!" Enormity muttered in annoyance before he started to suck in some air and his body starting to expand. Unknown to anyone here, Jimmy was recording the whole thing via his camera phone.

"This is Jimmy Jones with _Ben 10 Watch_ , showing the REAL news about Ben 10 Live. I am at the scene where Ben's sumo alien, Enormity, is about to give a smack down." Jimmy said, doing a play by play. He then pointed as he saw Ship go around Julie. "Ooo, it looks like Julie is giving some back up...and it's…" He then saw her turn into a new suit; It was a spider-like armor with three legs going over her torso and three going on her back, with one 'leg' going down each arm. Hre helmet is also styled similarly to a spider's head with the green eyeholes, with Ship's eye within a sort of black widow-like symbol. "Spider armor? That's odd…"

"Keep him still, Ben!" Julie said as she and Rook both moved around before both firing out nets at him, creating entanglements for Trumpibolar. "Got him!" She said with a small smirk, but ducked when an energy blasts the stuck elephant man, making him yell out as he got hit. "Uh...I didn't do that." She quickly pointed out.

"It was me. Didn't want any distractions." said a voice, that made some news cameras that were near by turn as Enormity turned as well, only to looked shocked as he saw a robotic figure pointing a blaster in their direction. It was a rather plain-looking orange and black robot with a computer screen for a face. What shocked them however was the familiar voice. "Hello... _Ben_."

"Nesmith?" Enormity asked as he turned back to his human form, his eyes narrowed darkly. "What are you doing back? I thought you turned yourself in."

"That was for Jennifer's sake. But this is gonna be more personal. You and your friends are gonna feel my wrath." Nesmith said with a dark tone, clenching his fist.

Rook, understanding the threat, fired his Proto-Tool at the robot. He blasted the head off, leaving a sparking neck area clear before falling over with a thump. Jimmy gulped uncomfortably, but then got a thought. Quickly, he took off on his bike without the three noticing he was there.

"Apologies, but I do not take threats well." Rook said to the others, who stared at him in shock. He then asked, "Who is this 'Carl Nesmith' person?"

"He was a super hero back when Ben and I were kids. Turned into a grade-A jerk after Ben's secret was revealed." Julie explained with a frown. "Kidnapped me and an actress named Jennifer Nocturn, and nearly killed us to get to Ben."

"Then Jennifer got stockholm syndrome from the whole thing and helped him break out after that…" Ben said with a small frown, sighing a bit. "I used to look up to him, you know. Kangaroo Kommando and him were the reasons why I wanted to become a superhero."

"And then the main actor's brother nearly killed you when you and Gwen went to a theme park to watch a show that had the original actor involved, and then the situation with Nemesis occurred, correct?" Rook asked as Ben nods, causing the Revonnahgander to look at him with sympathy. "Sorry to hear that."

"Well, you know what they say about your idols...never meet them, you're begging for disappointment." Skurd said with a small would-be scowl on his face. Then Ben's cell phone began to ring as a text came in. Ben took it out with a confused look on his face, Skurd slinking around to read it. "'Check out Channel 23'? Is that not where that annoying Harangue character tries to berate you with shawty news casting?"

"Yep." Ben said as he turned his phone onto TV mode and checked on it. On it, Harangue was talking about...Julie? He did a double take on that, confused.

" _...and it's not just that she's gotten together with this menace to our society for over a couple years now, but she's also allowing some sort of alien parasite take hold of her. How do we not know that creature is not a pod for a global plague of techno-organic life?_ " Hanrauge asked, showing a picture of Julie fighting with Ship in armor form.

"Global plague!?" Julie shouted overhearing the broadcast. "Does this guy even know what he's talking about!?" Julie asked in rage, her tone scathing as she grit her teeth in annoyance. Skurd recoiled a bit, muttering something about 'the Julie-splosion'.

Then, over the video, another ding indicating another text appeared. "Hey, my Uncle just sent a text." Ben said before looking at the text, which he read aloud; "'Ben, I found something in one of his past news cycles. This could be of some use to you.' Suddenly the image of one of the news site came on and showed a blurry close up to Harangue's glasses, which showed a golden-colored armor. "That's gotta be Nesmith…"

"We better get to Plumbers HQ. They can help clear the image." Rook said, as Ben nods in agreement. He then pauses as he sends the image to Julie's phone.

"You two go on ahead. Skurd and I will scoop out for Nesmith. I don't want to know what he's doing here in Bellwood." Ben said, pausing as Julie gave him a nod, understanding his intention. Ben then slammed down, shimmering a bit. He then grew out into Mattear, roaring out the name in Ben 10 fasion.

"BRB." Skurd said casually before Mattear went into the ground, it shimmering like liquid. Literally like swimming, he began slashing his way around the area before going up onto a building after sliding along its brick side.

Rook stared at this as he says, "That alien is still...quite odd." Julie nodded in agreement before they took off to get for HQ. Neither was aware of an armored figure watching them from afar on top a rooftop before vanishing into the shadows.

* * *

(GrandSmith Towers. 10:45)

Eddie was currently listening to some music while doing some paperwork, humming slightly to the song. As he listened to music and did his work, door suddenly opened. Surprising him, he watched as a familiar kid was chased into the room by one of his security guards, trying to catch him.

"Mr. Grandsmith!" shouted Jimmy worriedly. "You may be in trouble!"

"Jimmy?" Recognizing the kid, Eddie stopped the music and moved to cease this chase. "It's okay, Austin, he's a friend of mine."

The guard immediately stopped his chase upon hearing his boss. He quickly complied with a nod, "Yes, sir." The man then took his leave. As he did Jimmy gave him a rather smug smirk that made his mad, but held his tongue as left the room.

With the guard gone, Eddie quickly got to the point. "Now, why am I suddenly in trouble, Jimmy?" He asked calmly.

"It's Nemesis, he's back! And since your grandpa bought this place, he may go after you!" Eddie stared at him oddly, before Jimmy confessed, "Okay, I followed Ben around. Sue me. I came across their fight with Trumbipulor when one of Captain Nemesis's robots showed up."

Eddie nodded in understanding. "I gotcha." Then, he frowned. "Though I do have to deal with my own issues besides that…" Eddie muttered as he turned on the TV and showed Jimmy a snippet of one of Harangue's news reports.

" _...and lets not forget the man financing this insanity; one Edwin Grandsmith, the grandson of the Hotel Tycoon that took over the fallen hero, Carl Nesmith's, legacy and turned it from a safe and wholesome place to a den that worships alien conquerors._ " Harangue said, making Eddie scowled a bit.

"I am getting my lawyers ready to sue him for libel charges, that is for certain. Frank Tennyson called me about this and..." Eddie starting going quite as he soon caught something on the screen. "Wait a minute." He said before pausing the screen as he saw a picture being displayed. It was one taken of him in the factory area of his company. "How did he even get that picture? I didn't invite anyone into my place of business?"

"So Harangue is doing some dirty dealings, huh." Jimmy said intrigued, taking out a paper and pencil. "Better write that down…" As he wrote, he and Eddie heard a slight rumbling sound. They turned and saw the wall get opened up and Mattear jumping out. Immediately, Mattear closed the hole behind him, even smoothing it out.

"There we go." Mattear said proudly. Afterwards, he changed back to himself.

"Ben?" spoke Eddie, concerned.

"Yeah, hey Eddie, I…" Ben stopped speaking as he quickly spotted Jimmy in the room too. "Jimmy? What are you-...nevermind."

Jimmy bashfully smiled and waved to his hero. "Hehe, hi Ben."

Regardless, Ben got back to the point of his visit. "Eddie, sorry to arrive unannounced but I'm here to make sure Carl doesn't try anything funny, okay?" Ben watched as Eddie gave a small nod in appreciation as he sat down at his desk. He then saw the TV Screen and frowned. "You got targeted too?"

"Yeah. They've done a report on everyone you have ever teamed up with. Kevin, Gwen, Julie, Rook, myself, JT and Cash, and even grandpa. If this keeps up, he's gonna try and discredit **everyone**. It's insane. I'm almost expecting him to call the guy who serves you smoothies to be the 'spawn of the dark lord' or something from him."

Ben thought over what Eddie had said, and nodded."That sounds about right." Then, he raised his left arm, the Omnitrix ready to go. "But if you don't mind, I'm gonna up your security..." He then slammed down on the elevated dial. A flash of green and Ben was now…"Or more like UPGRADE it!"

In his new state of being, the electronic voice spoke to Eddie. "Just give me a few." He said.

Eddie gestured at the door with a confident smile. "Go on ahead." Receiving a nod from Upgrade, he watched as the techno-organic being slithered off to do his tasks. Eddie then walked back to his desk.

Not wanting to be sidelined, Jimmy too got to work. As he sat on Eddie's desk, he took out his laptop and began to type quickly. He said to the young boss almost absently, "I'm just gonna borrow your signal for a bit…"

The young billionaire smirked."Heh, like you can get in," he said in an amused tone. "I mean, It's one of the top web security in the world and-" As he rounded to desk to spy on Jimmy's progress, he had to do a double take. He was shocked as he muttered out, "And you just got in."

Now his turn to smirk, Jimmy told the older boy proudly, "I am able to get into NASA-level security, Eddie. I'm one of the best intels for Ben out there."

"Right," Eddie said dumbfounded.

As Jimmy was given his reign over Eddie's network, he streamed through data until something caught his attention. "Okay, that's odd…"

Concerned, Eddie asked, "What?"

"Why are there three signals coming from this room?" Jimmy said suspicious. He then pressed a few buttons and suddenly both could hear a buzzing sound. The source Jimmy found quick enough as it was right under Eddie's desk. As he felt around, he soon pulled out a chip and gasped.

Likewise, Eddie recognized what the chip was as well. "What…" The billionaire took the chip to view it more closely. "I'm bugged?."

"Oh boy…" Jimmy muttered nervously.

"And this isn't just some normal device you can buy at the store. This is like the one's the police are issued."

"Or specially designed." Jimmy added nervously. He then added, "I think He's watching you…" Immediately, Jimmy got to work in tracking the signal.

Feeling tiresome, Eddie unceremoniously fell into his chair. "Good lord…" He said, rubbing his temples to soothe his incoming headache.

Jimmy sympathized with his friend, but attempted to keep the positivity up. "Wonder how Julie and Rook are doing…" He asked as he typed away with purpose.

* * *

(Downtown Apartment Complex. 11:01)

Rook's Proto-Truk arrived in the area as Rook looked in confusion. "Why are we here, Julie?"

As Julie got out, she gave out small groan before slamming the door after Ship slipped out."I remember hearing someone in 6th period saying that Nocturn moved here to Bellwood. I don't know why but she's our best lead to Nesmith." Julie said, sounding unhappy and definitely annoyed. Likewise, Ship felt the same indicating through low growling.

"Ah yes, I remember. You do not like Miss Nocturn. Due to the incident where she used Ben to get more famous by making public displays of..." Rook said before stopping abruptly. Seeing how Julie was giving a vicious glare, he best thought he should be quiet.

"Yes," Julie said calmly but nettled, "all of that. And then she got a crush on the psychopath that nearly got us both killed. Not to mention she flirted with Kevin in front of Gwen. I think I'm justified in not liking her."

Rook nodded silently; finding no real reason to like 'Mrs. Nocturn' either. As they both walked up to the house, they both spotted a dark red car parked alongside the sidewalk. He then heard Julie make a comment, "Ah crud…"

Curious, Rook asked, "You know that vehicle?" Before Julie could answer, the door opened. To Rook's surprise, one Will Harangue walked out of the apartment, nodding to a man before he went off. Harangue was wearing his usual suit and tie combo, but for some reason he was wearing gloves. "Oh...Harangue…"

"Ah, Miss Yamamoto and…" Harangue scowled towards Rook and Ship, "associates…why are you here?"

"I could ask you the same question, Mr. Libel." Julie said with a frown, stepping forward a bit.

"By the way," she continued, "alien plague? Really? Ship is a Mechamorph, a species that absorbs technology. And he's well trained. Right boy?" Ship gave a growl in response but did not act further. Julie caught this and found it slightly strange for her pet.

"Right." Harangue said, still sounding unconvinced. "Well, I don't know what you freaks are here for, but I hope you -" He was suddenly interrupted by his own phone ringing. He quickly answered, "Yes?"

A bit suspicious, Rook slightly pressed a button on his plumber badge. While Harangue was distracted, he gave Julie a small nod to signal her to 'go ahead'. While he stayed outside to keep an eye on Harangue, Julie went up to the apartment with Ship. Once inside, she went immediately to the front desk to speak with the lady stationed there.

"Hi, I'm looking for Jennifer Nocturne." She asked politely. Then, she added, "And before you ask…" From her pocket, Julie pulled out not only a Plumber badge but also a warrant. "I got this from the sheriff. Also, this is Plumber business."

Nervous now, the lady complied. "R-Right away, ma'am." Quickly, the woman typed into her computer. In no time, the information appeared on her screen, "Um… Apartment B-5. Second Floor, third down to the right."

Julie nodded, "Thank you." As she took her items back, Ship slithered up her body and onto her back before becoming her backpack. Julie then hurried to the stairs.

After a couple of minutes of going up stairs, she found the room and knocked. A voice replied, "Coming…" Julie recognized the voice immediately, and began grinding her teeth a bit. Soon, the door opened, on the other side was the familiar young woman clad in a bathrobe - only a few years older than herself - with mid-length black hair, dark blue eyes and tanned skin. Immediately, the woman frowned, "Oh...it's you...uh...July, right?"

Despite being annoyed, Julie gave a pleasant but forceful smile. "Julie, actually. You'd remember me as the woman whose boyfriend you kissed in front of a bunch of reporters and then later tried to kill when helping a psychopath escape from the law."

Jennifer gave a scowl at this before crossing her arms."Says the girl who joined a demon squid cult." That retort got her an immediate glare from Julie as well as a faint growl out of annoyance.

"Anyway, what do you want?" Jennifer said, still showing indifference to Julie.

"I'm here looking for any info on Charles Nesmith, you're psycho ex." Julie said frowning, immediately noticing how Jennifer became a little nervous. "Look, if he broke out again, I don't think it's out of the realm of possibility you know something. Even if there was some sort of secret message thing you two have. And before you say you don't, he's a super genius, he's likely able to think of something."

Jennifer sighs as she says, "Look...I haven't had contact with Carl in months since...the incident...but if you need something…" She moved over to her desk nearby and fiddled with something before taking out a computer chip like device. "Here. This is from one of Carl's gauntlets. I kinda kept it." Julie gave her a raised eyebrow as Jennifer scoffed. "Don't judge, Yamiyato."

"Yamamoto." Julie corrected pleasantly before nodding to Ship. The puppy-like blob slinked up and took the chip from it, analyzing it before nodding to Julie that its processing was complete. Julie then moved to leave, but paused for a moment. Frowning just a bit, he turned back to you woman.

"Try and take care of yourself, Nocturne." She told lady sincerely, much to her surprise. "Just because I don't like you...doesn't mean I want you to be miserable." Julie said then took her leave. From the corner of her eye, before the door closed, she could see her words hit Jennifer deeply. As the reached the stairs, Ship beeped out nervously to Julie.

"What's wrong, Ship?" Julie asked concerned.

Immediately, Ship slinked down to her badge and morphed into it. Now, Julie's badge looked like a GPS, and it was showing her a location; one she was familiar with. "Oh no…" She said aghast, immediately taking off into a run.

As she ran out the back entrance, Julie gave out a command, "Ship, Flight mode!" Ship complied and quickly formed into the girl's flight armor. Julie swiftly took flight. She then activated her badge now placed on her suit and spoke quickly, "Rook, head to GrandSmith Tower. Make sure to bring reinforcements with you. I'm gonna get to Eddie and the others before Nesmith hurts them."

" _Roger that, Julie."_ Rook responded back. The call then closed.

Still worried, Julie made another call. "Ben, he's coming to you. Rook is on route, and I am coming to you."

* * *

(GrandSmith Tower: 11:38)

As Upgrade, Ben got the message. Immediately, he began cautiously looking around. Preparing himself for anything. Or so he thought before a blast struck him in the chest, sending him flying backwards. He groaned as he looked up and saw a sentry styled after one of Nemesis's suits coming up to him, one of its appendages in the form of a laser cannon.

"Well, that won't do at all." Skurd said with an annoyed tone.

Upgrade nods in agreement with the Slimbiote, then he got back up. His robotic eye began glowing for a moment and then fired an optic blast. The blast struck the sentry and sent it flying back into a wall. As it slid down to the floor, Upgrade slinked over to the machine and began melding into it; taking over the robotic body.

A voice then spoke with disdain, "So, you're protecting the peons that stole from me?"

Upgrade turned to see Nesmith behind him. The man he once admired now clad in a more advanced version of his suit with his newly formed face exposed; his thick lips, rough brow and all around more intense look contrasting the more suave look he once had. His armor was dark orange in color with black padding with green lining the glowed to a probable power source.

Reacting angrily, Upgrade transformed the machine into a cannon at the ready. "I think you got a good few seconds before I decide to blast your scrap armor to pieces." Ben threatened. The technomorph watch as Nemesis flew over at him, attempting to punch him. Thankfully, Skurd had him covered as he materialized a flaming fist to immediately counter their opponent.

"I got your back, Partner." Skurd proclaimed triumphantly.

As he recovered, Nemesis admitted openly,"Ugh...good hit…" Then, he grabbed the neck of the sentry to retort, "now try me." He then tossed Upgrade and Skurd into a wall. Quickly, his arm transformed into a strange-looking, fairly large cannon and fired upon the duo.

Ben yelped in shock before slinking off the robot, allowing it to take the hit. "Okay...gotta be smart." He commented before slamming down on the Omnitrix insignia on his chest.

He began to transform. Form a morphing, techno blob into now large bird. He now taking on the appearance of a humanoid eagle with a faint hooked beak with a tripedal bumps on the tip and the nostrils in between blue-green eyes. He now had taloned hands and feet similar to that of velociraptor claws and feet. He also had three long tail feathers and dark brown color on his feathers and blue highlights on his head, wings, and tailfeathers. He was wearing a pair of black shorts with white 'pockets' on the side and a black tunic-like hoodie that allows for his wings to come out of his back.

"...Okay, this one is new." He admitted, looking himself over. "How many bird people are there in the universe? What am I?"

"You're a Miseripteron, one of the aliens Young One unlocked back on Revonnah. I did some research on these things, they are a race of aerial beings that are rather exotic in appearance, especially males." Skurd noticed a faintly nervous look on Ben's face as he says, "No not like Peacocks. More like other exotic birds that have flashy colors."

"Oh good...but uh…" He then dodged a blast from Nemesis before flapping his wings forward, sending out a barrage of feathers at him. Ben looked at this and smirked a bit. "Awesome! Okay, got a name for this guy; **Daggerdown.** " He smirked before taking a couple of the feathers from his wings, which began growing into a pair of blades. As an added bonus, Skurd slinked up to them as well as and upgraded them into a more metallic form; likely through Razor's DNA. Feeling dangerous, Ben then charged forward towards Nemesis beginning slashing at him.

Nemesis grunts as he blocked against the blows before kicking out of a window. To his surprise though, Daggerdown was able to keep afloat with his wings open. Irritated, Nemesis flew out - his armor allowing him to fly some - after him, but a barrage of lasers stopped him.

"Ah!" Nemesis shouted. He glared down at the source of his new irritation only to see the familiar face of Julie flying at him, glaring right back at him. "What are you doing, girl?"

"Stopping you." Julie declared in determination. She then spoke again, "Ship? Remember that chip we got? I think we can use that…" Pulling out the small device as she mutters, Ship immediately absorb it. Before long, Ship's current armor form began to shift and change.

"What in the…?" Skurd asked in confusion before seeing her gain a new armor.

It looked like a green and black jumpsuit styled after a microchip. On her hands were green finger tipped gloves with a glowing palm. A black visor with a green lense covered part of her beautiful face, and finally there appeared to be a mini-smartphone on her belt.

"Say hello to my new armor; Hacker!" Julie declared as her visor began glowing. Suddenly Nemesis' armor began to hold up, making him glare a bit. Seeing her new abilities functioning well, she announced proudly, "And with it, I can take control of any wireless interface."

"What?!" shouted Nemesis, shocked.

Julie then turned to her boyfriend. "Ben?" She said elegantly, gesturing for him to make a move.

"Got it." said Daggerdown eagerly before flying at Nesmith. Yet, before connection his blades, the man somehow dodged the attack, shocking Julie

"He turned off his wireless. I can't connect to his armor!" Julie said in a slight panic as he aimed a cannon towards her, making her eyes widen. Daggerdown, quickly in route , went to fly down…

Before something blasted the blast to counter it, shocking Nesmith. "Who in the-?!" He turned and saw...Carl with a familiar bazooka at the ready, smirking a bit. "Who the heck are you!?"

"Sorry, I was just in the neighborhood when Rook called me. So I drove here as fast as I could. Now…" His tone got serious as he aimed it again. "Get away from my boy, you psychopath."

"..." Daggerdown was genuinely impressed with how brave his usually pasifistic father was, blinking in shock. "Wow...You go dad." he said with a slight chuckle in his tone. But Nesmith didn't share in it, growling in annoyance. Unknown to them, Harangue's car was arriving at this time.

Watching from the top floor window, Jimmy was watching the insanity from there as he says, "Oh no...this isn't good...we need to help somehow." He looked at Eddie, who was looking over some schematics of the building.

"I'm trying to find...Aha! Found it!" Eddie eagerly went to type in some commands. "Gotta thank Grandpa for keeping the security measures. Lets give Nemesis a taste of his own medicine." He then typed the command and pressed 'entr' on the computer.

Nemesis looked up and saw a set of 5 turrets come out and fired down at him, with the former super hero barely able to react. He then flew up and around, glaring at this time. "What?! My own security?! Really?!" Julie was in shock before a beep came into her ear.

" _Julie, I sent the wireless signal to the turrents to your signal. Try and keep him busy._ " Eddie told her via communicator, making her smirk a bit as she concentrated. The turrents fired down more as Carl nods to Ben.

"I'll back you kids up til Rook comes in. Just keep it up!" Carl said as Harangue came in with his camera, going to the man and nods.

"This is Harangue nation, at the scene of pure and utter insanity in front of a den of evil. GrandSmith Towers-formerly Nemesis Tower, headquarters of fallen from grace hero Carl Nesmith-has become the battle ground for it's depraved new 'mascot', Ben Tennyson and what appears to be his middle aged father with what appears to be a sort of bazooka. No wonder he became a deliquent, with poor father ifgures like that."

That got Carl's attention, making him glare in his direction, "Where do you get off at-GAAH!" the distraction led NEsmith to fire a blast at Carl's blaster, making it explode and send him back.

"DAAAAD!" Daggerdown called in horror, his eyes widen in shock as Julie went over quickly, checking on his arm as Rook's truck came in, looking in horror.

"Brallah dah…" Rook muttered in horror as he went to get his first aid kit as Nesmith just laughed a bit, making Daggerdown's eyes narrow with pure and utter rage. He then slammed down on his Omnitrix symbol as he glowed in size, making Nemesis look in shock as a towering behemoth came before him.

" **NEMESIS!** " Way Big roared, hate filling his gaze before grabbing him with a vice grip, making him cry out in pain as the juggernaut of an alien grabbed him. "You're gonna pay for that…"

"Oh, with what? Another little lecture from y-AAAH!" His armor began to spark up and crack under the pressure of Way Big's grip, glaring at him with a strange sort of cosmic energy began to radiate off of him.

" **I am not messing around, Nesmith. You bring back those psycho-bots from Dimension 12 to one up me-which ended with Billy Billion's parents** _ **DYING**_ **-then you set up some stupid contest to try to hype yourself up...I could get that...you were filled with pride...but then you went to far just because I got popular?** " Way Big asked, his tone dark as his grip loosened slightly.

Unknown to him, Jimmy was recording this whole thing from the top window, but he and Eddie were nervous, as were the growing crowd infront of Nemesis tower as Harangue's cameraman was focused on him.

"He-hey, get that back on me!" Will said as he moved it back down. "I-It appears that Ben Tennyson is trying to kill Nemesis and-"

" **SHUT UP, HARANGUE! I'LL DEAL WITH YOU LATER!"** The giant roared in annoyance, his tone thundering around them as the glass in the buildings cracked slightly. Will step back a bit nervously as Way Big glared at Nemesis. " **But to top that up...you kidnapped Julie, made Jennifer somehow fall in love with you...and you just started to kill innocent people. People were just trying to live their lives. And for what? Just because you couldn't be the hero? I did look up to you...once. You and Kangaroo Komando...I idolized both the real hero and the fictional ones...but I guess in your case, you were NEVER a hero. A hero doesn't do what you do...not for the reasons you do it for…** "

"Come on Ben...make the right choice…" Julie said with a worried tone, Ship whimpering slightly as he returned to his blob form as Carl was put on a paramedic stop, as Sandra arrived at this time with Max and Verdona, who ran quickly to Carl.

Way Big saw his father and grandfather by Rook, who was treating his arm wound...as Way Big calmed down slightly at this, his face loosening a bit as he just gave Nesmith a look of pure disappointment. " **I guess I had a REAL hero to teach me how to be the kind of hero I want to be...and you attacked him because he was trying to help me stop you. Tsk...figures…** " He then lowered his hand down and dropped Nemesis unceremoniously, as he shrank back down as Strikehog.

"Wha-what are you-" Before Nemesis could beg like a coward, Strikehog just took a quill out and poked him in the neck with it, making him gasp out and fall to sleep. A green glow came out as he returned to Ben, getting a pair of cuffs for him and slapped them on.

"Rook, when he wakes up...read him his rights. He's too dangerous to leave in a Earth jail." Ben said, as Rook nods in agreement. The young hero then walked over to Harangue, still in his human form. "Hey Will, I got some choice words for you."

"Uh...Cu-cut it off." Will whispered to his cameram an, who tried to turn it off...but saw it wouldn't go off. He then saw Julie was back in her hacker armor, giving a glare that said 'don't even try it', resulting in a nervous gulp.

"No, I want the audience to hear it from me live. I am honestly sick and tired of you and this stupid, inane...WHATEVER this is!" Ben said, raising his arms up in annoyance. "You start a smear campaign against me-despite the fact I spent the last three years making sure this planet doesn't blow up-Since I was TEN by the way, I've been doing this-and making sure no one got hurt."

"Now look here-" Will was given a 'one moment' hand sign from Ben, who was glaring at him.

"And then you send killer robots after me, and then you sided with THAT nutcase over there! This guy you hail as a 'hero' is a no good, arrogant, dangerous person! He put my girlfriend and Jennifer nocturne in danger just to get at me, killed a lot of innocent civilians, and just now tried to attack my friend after his grandpa took over his company!" As Ben continued to yell at him, HArangue's hand clenched a bit as it began to bubble slightly.

"Listen here, you little-"

"I am not done! You are spreading nothing about lies about me for this many years, but now you are including my friends and family into this crud!? You're making my girlfriend's pet into some sort of alien plague-By the way, Mechamorphs only ENHANCE machines, they don't brainwash people-, Rook's people are from a FARMING PLANET. They're not gonna invade! I know more about all these aliens then you would any day of the week. So how about from now on, you do some REAL journalism and not this gossip trash you spew out on your TV show. Or just have it be canceled, I can care less! Now if you need me, I need to make sure my dad's okay. And next time I see you talk smack about me or my friends...or do any sort of crazy stunt with some sort of forced area where you doctor footage…"

He then turned into Heatblast, glaring daggers at him as he says, "I'm NOT gonna be as nice as I am now. I'll personally drag you to the null void if you pull any stunt like that in the future. Am I clear?!" Heat blast yelled in anger, his body radiating heat as Harangue backed up, his hand tinted...green?

"Y-Yes, yes. Understood, Tennyson...but you will be hearing from my lawyers." Harnage said as he went off. "For an affront to freedom of speech!"

"Buzz off!" Heatblast said in annoyance as he stomped off, turning back into Ben as Ship slinked back off of Julie.

"...Well, that's gonna make for some interesting television…" Julie muttered before putting a hand on his shoulder "You okay?"

"...Yeah...I just...needed to vent after all this…" Ben said weakly, chuckling a bit as he rubbed the back of his head. "Come on, lets go with dad to the hospital…" Julie nods, wrapping her arm in his to help him as Ship slinked on his shoulder.

"...Wow...that was...intense." SKurd finally said, having gone silent after the Way Big fiasco. "That was something else, I'll admit…" Ben nods, agreeing as he sighed a bit.

"I just need an easy weekend, you know? After all that's happened?" Bne said as Julie nods in agreement.

"YEah...but come on, what's gonna happen next? This month can't get ANY crazier, right?" Julie asked...before realizing what she said, groaning a bit at this. "I had to ask...now I'm gonna go paranoid with the possibilities…"

"Your fault, not mine." Ben joked, making Julie stick his tongue out at him as the two just laughed a bit, though it was rather weak since it was mostly to help clear the air slightly as they went to the ambulance with Sandra, Verdona and Max. Rook stayed behind with Plumbers that were arriving to gather evidence.

Unknown to them, Harangue got into the back of his truck and panted a bit, groaning a bit. A bottle of pills were thrown towards him, making a faint bounce on the metal ground as he took it quickly and grabbed a small pill and swallowed it. "They are not lasting as long as they used to...this is a concern." A voice said in the darkness of the van as Harangue just plopped on the side.

"Ugh…" Harangue groaned as he looks to the man in the shadows, wearing a pair of gloves. "Thanks Henry…" He panted a bit, his green skin starting to become more human. "Ugh...that darn brat...he doesn't understand the REAL reason I am doing this...for you...when I found you trapped in that device by him…"

"Indeed...I thank you for saving me…" A man who looked exactly like Harangue came out of the shadows, wearing a white lab coat but without glasses . "I made sure to get the right things from that scientist in that apartment...ran into that girl, Julie."

"Sympathizers, the lot of them…" Harangue muttered as Henry got something as he removed his gloves, revealing a metallic right hand before putting on a pair of armored gloves. He then picked something up from a bag. "They don't understand how much of monsters they are, like we do."

"Which is why we each have an important mission. You speak the truth…" He then put on a mask before looking at Harangue with a familiar golden mask. "And I will help represent it."

"I gotcha...Enoch." Harangue said, chuckling a bit as he shook his hand. "Good to see you again, by the way." Enoch just chuckled behind his mask at this.

"What are brothers for?" Enoch asked, faintly amused as the van rested there, the people of Bellwood none the wiser to this information.

End of Episode 13

DUN DUN DUN! TWIST OF TWISTS! XP I decided to play around with an old fan theory I heard about Will Harangue and got it on. I hope this was a good episode for you guys and hope it was worth the wait. Thanks for the patience. And now...for the New aliens:

Name: Daggerdown (Made by Kevfilms2x2)

Race: Miseripteron (pronounced My-zer-ip-tear-on)

Planet: Striatochor

Powers/Abilities: Flight, Strong Talons, Telescopic Vision, Expert Marksmanship, Feathers turn dagger-like when removed, Feather Regeneration.

Weaknesses: Hollow bones prevent heavy lifting, Can't fly when wet or too many feathers have been lost.

Additional Info: Miseripteron's live on high canopies. There they make their homes made of the bones of rodents they feast on. As young hatchlings, parents must be very weary for their feathers easily fall off and could potentially harm the chick. As they age, they become more exotic and beautiful. The males are more exotic as they become flashy and perform a hyperactive dance to impress the females with their bright colors. As males grow older, they become more beautiful and colorful. When predators endanger their family, the male distracts the predator with his bright colors and aggressive strikes.

Anyway, after this is all adaptations from here for the episodes involving Looma and Malware ahead. I hope you are all okay with that. Please Read, Review and Suggest away! Also I would like to thank BraveKingShishio, chann1, Kevfilms2x2, Darinas, Story's Blade, Hotspot0626 and FyRose for their help.


	14. Ending the Engagement

Okay, time to see the next adventure with Ben and Co. in this next adventure. This time around is the...HEAVILY edited take on the most hated episode of Ben 10 Omniverse (at least before newer episodes came out); Rules of Engagement. That episode, to me, was rather contested. So going with the basics of the only good part of it (Looma herself and the plotline with her causing problems) is where I am going with it. Also, to those wondering, I am going by PRODUCTION order, not airing order to make the timeline make more sense. Store 23 is in Season 3 as Feedback will be appearing in it, and storywise, it won't make sense at this time. Anyway, Man of Action owns Ben 10 and any alien OCs that I borrow belong to their respective owners. Enjoy!

Ending the Engagement

(Burger Shack. Bellwood, USA. June 10th, 12:03)

At this time, it was a rather quiet day for Team Tennyson as Ben, Julie and Rook were all relaxing with Rayona, doing a double date. Rayona was in a human guise of a young Korean woman with long black hair tied into a ponytail, wearing a simple brown dress and a pair of black leggings.

"So, you two almost broke up over a video game?" Rayona asked, laughing as the other two just laughed, as Ben took a breath.

"O-Okay, let me explain myself before anyone gets the wrong idea. I was playing this awesome Sumo Slammers Fighting Game on arena mode - that's when people can say things and get REALLY heated since it's online - and I...kinda butt-dialed Julie." Ben said, placing his hand on his face from embarrassment despite smiling otherwise.

After Skurd took a sip from a small soda cup, he made a sarcastic comment, "Of course you did." This, of course, resulted with Ben slamming his arm down, just to shake up his slimebiote partner up a little.

Calmly, Julie raised a hand before continuing for her boyfriend and giving her side."And I answered the phone and I was hearing Ben yelling some rather...rude things. I'll admit, I was pretty confused and, well...I got mad. I was under a lot of stress at the time given all the stuff with the Diagon and my tennis career taking off, so my nerves were kinda...stretched." Julie said, shrugging at this time. "But yeah, that got me mad. So when I talked to Gwen about it, she came with me to confront Ben."

"Then when they showed up, I was of course confused and I told them I was playing my game. Then Julie showed me her phone history...and Gwen was the first to realize I butt dialed her." Ben said, before laughing with Julie. "Honestly, with how crazy it was, we kinda laugh about it now."

Rook chuckled a bit as he says, "It does sound crazy that is for certain." The others just laughed a bit at this, as Skurd just rolled his eyes in bemusement. Then suddenly, there came an explosion outside.

"Of course…" Skurd said before finishing his drink. He wiped his would-be lip before nodding to Ben, who got up and smirked.

"Come on, Jules and Rook: It's hero time," Ben smirked as Rook gave Rayona a kiss goodbye before heading out, reaching for his ID mask on the way outside.

Outside, the group saw Fistina came out of a jewelry store, smirking a bit at a necklace she got. "Pretty things...I like." She smirked before seeing a zooming figure brush past her. She growled as she saw Julie in her speed armor, smirking a bit at her. "Little girl, what do you want?"

"How about a receipt for that necklace, Fistina? Then I won't have to unplug you." Julie said as her disc-like devices on her hands spinning like saws. Fistina laughed, finding amusement in that.

"Hahahaha! Little girl, no bigger than Fistina's hip. Even thinner than that. What chance do you have against me alone?" Fistina smirked as she fired a rocket punch, which got intercepted by a tentacle.

"Who said she was alone, rocket-girl?" Squidstrictor asked, glaring at her before slamming the fist back at Fistina. She grunted at that, growling in annoyance as suddenly there was a sizzling sound with the tentacles, as she saw they were now tipped with magma.

"Hello there. Lets see how you like it with a barrage of fiery strikes!" Skurd said as Squidstrictor began to fire a barrage of blows at her. Unbeknownst to them, Herve was near by and taking pictures.

"Let us see if we can get any good pictures for ze newspaper." He then saw Julie running at Fistina, slashing at her with her saw-like blades. They didn't penetrate the armor as well as it could however, resulting in her nearly getting hit.

"Do not move, Fistina" Rook warned, getting into his real form and aiming a blaster at her. Fistina smirked as she dodged again, but caught a green glare from the corner of her eye.

"Hmm?" She asked in shock as a zooming figure went around her, showing Uniburn smirking at her before spinning around her. She then reared a fist up and fired, but Uniburn caught the fist with a grunt, his hoof-like hands shining as he absorbed the kinetic force.

"Thanks for the charge, Fisty." He smirked as he sped forward, going full charge before sending a shockwave through her armor. It suddenly began to rattle slightly before she was sent flying backwards, causing her head to fall off with a groan.

There was a bit of silence as the group stared in shock, Skurd just blinking in surprise. "...Huh, so Acrosians really ARE Cyborg-based…"

"Peh...not really...I vas found by Vilgax after prison. Psyphon gave me this is not exactly something I like." Fistina muttered as she tried to get up, her body sparking slightly before Julie picked up her head. "HEY!"

"Sorry, but you're under arrest. Once we get you into the car, we'll read you your rights. Rook catch!" She said as she tossed Fistina's head to Rook, who caught it quickly. Julie then nods to Ship as she says, "Trapper armor!" Suddenly her armor quickly shifts into the spider-themed armor.

"Oh, I gotcha…" Uniburn said with a smirk as Julie fired a string towards Uniburn, who caught it as he sped ahead and began to drive around Fistina's body, entangling her in the bola-like rope, which then fell forward with a thud.

"Well, that was fun," Julie said as Ship beeped in agreement, though Skurd looked dazed from all the spinning.

He gagged a bit as he says, "if I had a stomach I think I will be throwing up…" Skurd shook his head with a small groan before looking up at Fistina and said, "Acrosians are a notoriously tough species, so it's impressive you are able to live with just a head."

"Please, it is rather simple. You wouldn't understand." Fistina said before looking over Rook with an approving eye. "Mmm...not bad…" Uniburn returned to Ben, snickering slightly at this.

"I am engaged." Rook quickly said as Fistina gave a disappointed pout at that. He then adds, "And you tried to kill me and my comrades a few months ago with your gang. Several times in fact."

"Peh, FORMER gang...I no longer work for Psyphon. Purely freelance now." Fistina scoffed, rolling her eyes as Julie got into her default armor to carry Fistina's body into the Proto-Truk. Suddenly there was a ringing in her helmet, making her confused.

Julie pressed a button on her helmet and says, "Agent Yamamoto here. Oh, hey, Ester. What's wrong?" Her eyes widened when the call went through, as she looks up at Ben and Rook. "We need to get to the Hotspot."

"What's wrong?" Ben asked as Skurd got the communicator setup for all of them. "Esther, what is it?"

"Sorry. I couldn't get through to the Omnitrix, so I called Julie's badge. Listen, we got a problem here! Someone is trashing my village! Get down here, please!" Ester said, sounding concerned as Ben nods to the others. He then motions Julie to his car before Julie got her phone out.

"Sending a text to Lucy to pick up Rayona. We're gonna need to send the injured to the base just to be safe." Julie ran into Ben's car as he drove off, Rook following after in the Proto-Truk. Unknown to them, Herve got onto his bike and rode after them, curious of where they were going.

(The Hotspot. 12:49)

The two vehicles quickly drove towards the Hotspot, where Lakhno was outside, groaning a bit as he was tied by his own arms at the front gate. Julie looked in concern as the car went inside, only for something to slam into the right side.

Julie and Ben both cried out in shock as Ship bounced a bit in the back seat as the car flipped around a few times, shaking the two up as the windows shattered a bit and knocking it sideways into a nearby building. Julie groaned a tad as Ben rubbed his head, moving the airbag a bit.

"Skurd, turn me into one of my phasing aliens please?" Ben asked as Skurd quickly did so, as his body became more jellyfish-like before AmpFibian and phased through the car and ripped off the door that had Julie's side, helping her out. "You okay, Julie?"

"Ugh...besides a sprained shoulder, I should be okay." Julie cringed a bit as Ship slinked out of the ruined car, shaking himself off.

"..." Skurd stared at the trashed DX Mark 10 and mutters, "I hope you got insurance for that…" Skurd muttered as he asks, "What in the name of Galvan Prime smashed the car like that?"

"No idea...but let's go look." AmpFibian said with a nod as he nods to Julie, who got her stealth suit on and vanished from sight. The two snuck around before coming across a familiar female Kraaho yelling out in pain as she was lifted off of the ground.

"What do you mean I cannot set up the altar here!? This is the closest thing to the traditional marriage arena on my planet!" AmpFibian's eyes widen in shock as he saw Looma Red Wind holding Ester up, glaring at her.

"Ugh...I said...this is my village. It's not a chapel, so there is not anywhere you can go…" she grunted out, glaring at the four-eyed alien. Before Looma could do anything, however, a blue-tinted tentacle grabbed her.

"Stop this, Looma. You're hurting innocent people." AmpFibian said, glaring at her as Looma glared back...before getting ecstatic when she saw the Omnitrix on him.

"Beloved!" She said, dropping Ester and dragging AmpFibian into a would-be bone crushing hug, making Skurd give out a muffled cry as he was smothered in the hug.

"UGH!...it's a good thing I don't have bones…" AmpFibian muttered, groaning a bit. AmpFibian squeezed out as Skurd took some breaths.

"Ugh...why do people think that's a spot people want to die in…? I rather not die being smothered like that…" Skurd muttered to himself as he looks at Ben, and nods. He then slinked around as a pair of silver headphones came out, as well as a familiar amp-like mouth appeared.

"Time to turn up the music." The jellyfish alien then sent out a screeching sound that also added some electrical energy, making her yell out as she covered her ears in pain. She glared before picking up her hammer and slamming it on him.

"Knock that off!" She said in annoyance as she rubbed her ear. Suddenly a slash hit her in the back, making her move forward slightly and glare as she saw Julie reappear, her stealth suit on display with her Contemelia sword in hand, but it looked different; the hilt's design looked more ornate in design and had a Plumber's insignia near the blade, as well as having a green and black coloring for the sword itself.

"Cooper took his time to upgrade this, but it works for my stealth armor better." She said as she vanished again, this time to give her another slash. Looma smashed the ground with her hammer, creating a shockwave that sent Julie flying backward.

"You are still with this little whelp, beloved?" Looma asked, a hint of scorn in her voice as she glared at at him, as Skurd looked clearly confused. "And what is that thing on your Omnitrix?"

"I am 'Skurd', milady. And now that I have introduced myself...what in the name of Eternos is going on here!?" Skurd asked in exasperation as Ben slammed down on the Omnitrix insignia on his belt, making him slam down as Frankenstrike, glaring upwards.

"Lets just say that I am gonna need to bill Kevin for my car, since this is partially his fault." Frankenstrike said as Rook arrived with the Proto-Truk, jumping out and getting the proto-tool into a different function as it went into a strange-looking dual set of gauntlets.

Rook charged forward and sent a punch towards Looma's face, who grunted before grabbing him and tossing him towards the Proto-Truk. He grunts loudly, making an audible crashing sound in the back. "What's going on out there?!" Fistina called out from the inside, annoyed at the jolt of action.

"You okay?" Ester called out to Julie, who was sitting up after the last attack.

"Yeah." Julie with a groan as Ester helped her up. Julie gave her a smile as her pet Mechamorph formed her default armor.

Looma growled in annoyance as Frankenstrike's arms gained magma to it and fired a blast of electric heat towards her, making her chuckle a bit. "Ah, a hot plasma shower. Rather intimate of you, despite the...ghoulish look."

"Wait, wha-?!" Frankenstrike looked a bit flustered at that, shocked by her choice of word. Which resulted in him getting a face full of hammer, sending him back. "Ugh…"

Rook got back up and charged forward, getting his gauntlets together and created an energy sphere. "Stone Cutter-Enhanced!" He then sent a powerful punch at her, which she caught but she moved back slightly.

"Nice try, little man." Looma smirked as she grabbed him by the front of his armor and threw him aside, making him yell out. Suddenly the sound of a kick is heard as the back of Rook's truck was kicked open, Fistina breaking out of her bonds before placing her head back on.

"You very noisy, little girl," Fistina said, her tone annoyed as she fired her fist towards her, making Looma grunt a bit at the impact. "Heh, I surprised bad guy." Frankenstrike and Julie looked at each other, confused. Fistina's fist then moved a bit and then began to open the fingertips and sent out mini lasers. making her yell in pain.

"Wow, good hit Fistina...that's not something I'd thought I'd ever say," Ester admitted to herself as Fistina smirked a bit at her before glaring at her.

Looma looked around and mutters, "This is taking too much time. I need to prepare." She then slammed all four hands on the ground at once, releasing a sonic boom that sent them flying back. She then jumped off, smashing through a metal wall.

"Where is she going?" Rook asked in confusion, before noticing the MX 10 and frowned. "Looks like you may have some problems getting home, Ben…"

Frankenstrike nods as he rubbed his chin...but then got an idea. He then slams down on the Omnitrix insignia, changing into…"JURY RIGG!" The impish alien smirked as he appeared and began to move to the wrecked car and began to build something out of it, using the good components as well as some technology from some broken tech around them.

The others watched as Jury Rigg made something else. "Say hello...to the Tenn-Speed!" Before them was a dark green and black motorcycle with a circular hood that went over the top, a leather seat and the hubcaps from the Mark 10 to make decorations, with a stylized '10' on the bumper.

Jury Rigg turned back to his normal self, as Julie whistled a bit as she says, "Looks cooler than your car." Ben smirked as he stepped into the seat before a synthesized a biker suit of a simple harness around his chest, a white motorcycle helmet with a green visor with a '10' on the front.

"We're gonna need some backup for this mission…" Ester then looked at Fistina and asks, "You willing to help us?"

"Of course. Tetramand women are dangerous during preparations. I may not be on your side, but Undertown is still home. And Acrosians protect home." Fistina said, cracking her robotic knuckles a bit, as Ester nods in understanding.

Julie's cell phone rang a bit as she reached into her short pockets under her armor, Ship opening up some to let her get the phone out and pressed a button. "Yes?...Herve? What's going on?"

"Herve?" asked Ben in confusion as he motions for Julie to get the speaker on, as she did so and got Herve up.

"-What is this place!? Why is this city underground?! Why is there aliens here!?" came the panicked tone of Herve, as Ben groaned.

"Ah boy…" Ben muttered with a sigh as he nods to Julie, who nods back. Ship then reformed into his motorcycle form as Julie got on. She saw his look and nods to Ship, who nods back as black and green circuits formed over her, giving her a new armor to go with Ben's update. Formed on her is a new jumpsuit akin to a racer's uniform with a black motorcycle helmet, with Ship's eye acting as a lense on the helmet.

Rook went into his truck and says, "Let us split up. Ester and I will take the Proto-Truk and Fistina to look in the eastern part. Ben, take Julie and Ship to the Western areas." Ben gave a thumbs up as the two drove ahead on their motorcycles

In Undertown, Herve was walking around very nervously as many aliens were going about their business, ignoring him for the most part. He gulped a bit as he says, "A'right Herve...it's just an underground city full of aliens...nothing to be scared of...except everything…"

"Hi." said a voice as Herve jumped a bit in shock, only to see it was ML-E, who was giving him an odd look with a young member of Stinkfly's race and a little brown-scaled fish boy. "...You look weird. Are you human?"

"Uh…" Before Herve could answer, Looma walked by them with an annoyed tone before stopping at a shop and knocked loudly. Pakmar opened the door.

"Yes, what is-" He then looked up at Looma and just calmly backed up before slamming the door shut. Looma stared in shock for a good few seconds before growling in annoyance and ripping the door off, glaring down at him. "Uh...yes?"

"I wish for you to get caterers for my wedding when it occurs. I am having it set up today, so be on the waterfront by this evening." She then stomped off, as Pakmar just gave a small sigh.

"Women...always angry during wedding planning," Pakmar said in annoyance, looking at this before seeing Hokestar was near by carving something with Plugg...next to the remains of their stands.

"N-Now my boy, just make sure to get the details just right! Remember, this is meant to be a statue of Divinian, The Eternal Force of Love and Compassion...not some rinky-dink handmaiden." Plugg nods as Pakmar looked to his right and saw the tentacle vendor with a bandage on a rather large bump on his head while preparing for some sort of grand meal with tentacles.

Herve then looked at the small aliens and asks, "Wedding?" ML-E looked nervous at this before looking around and suddenly zipping to get on his back, making Herve yell out in shock.

"Some scary Tetramand lady is demanding everyone in town to plan a wedding. She's bugged my mom to make a dress. My mom is one of the best designers in Undertown." ML-E explained as Herve nods a bit before Looma heard them and glared a bit...before seeing his camera.

"Oooh, a photographer. That'll be perfect. And he's human. That'll make my wedding to Ben 10 even better." Looma said, walking over at this as Herve just got a flat look on his face.

"Ben is involved...why am I not surprised by-THAT!" He shouted in shock as he was picked up by Looma and carried off, with him shouting in french to try and get her to let go of him.

ML-E was sadly along for the ride, as she says, "Hey, let him go!" Looma, hearing this, picked her up as well and looked at her oddly. ML-E then began to use a super speed amount of kicks at Looma's chest, but Looma just gave her an endearing smile.

"Aww, you're so adorable." She cooed, tickling the young Kineceleran on the chin before ML-E bit her finger. "And fiesty. You're showing a lot of spirit, little one. Let's get you to the altar." She said with a small giggle, as ML-E growled a bit as she was carried off. The other two kids stared at this, shocked to say the least.

Unknown to them, Ben and Julie were a few blocks at another part of Undertown as they rode by...only to slowly back up their motorcycles to look at something in shock; it was Gorn, Jamba, and Kath, all muttering to themselves as they were making wicker baskets out of some green vines.

"What in the…?" Ben asked before Skurd looked and saw a beaten up Pax was growing out vines from his arms that Minta then cut off with her claws to get them more building materials. "What are you guys doing?"

"What's it look like?" Pax asked in a tone of pure annoyance. "We're making the baskets for the wedding favors. That girl needs to learn how to chill…"

"I'll say. It'll take me a week to regrow my tail." Gorn said, looking at the stump where his tail was at. The two cringed at this before Julie coughed a bit.

"So...uh...which way did she-" Before she had a chance to answer, the five all pointed due west, as they nod. "Thanks!" She then drove off, Ben then followed suit as they went around towards the river.

The altar was set up with various gifts set up and many aliens by Tetramands in armor...and Herve by a Photo booth, his legs shaking with pure fear. Around them was four finished statues of the other Powers; Domstol stood with his gavel in hand over where the priest stood, Eternus and Celon stood to the right, while Ledgus and a four-armed Celestialsapien clad in gladiator armor stood on the right, with several letters looking to spell 'Zed' written on the belt in what looks like archaic letterings. "Looma! You need to stop this." Ben commanded, getting off of the bike.

"Why would I, beloved? This is for us." Said Looma, as Julie glared at this, her helmet slinking down as she glared at the giant, who glared back at this as she crossed her four arms.

Julie stomped over as she says, "Look here, Bridezilla. I don't have any issues with your people's culture, but you're forcing these people into doing this crazy wedding! Not to mention that this is going against the Marital Law of Earthen Peace Code 435-34: 'No Offworld Marriages can be done without the consent of the receiving party or their home planet in question.'"

Herve looked in shock as he mutters, " _zut alore_ , she does study a lot…" he blinked in shock, as ML-E nods in agreement. Julie glared at her, as Looma glared down at her and stood a good few feet taller.

"You really think you can take me on, little girl?" asked Looma, her scowl showing her slightly sharpened canines. Ben got ready, Skurd nodding as he slams down. In Ben's place, Ball Weevil got out and about with a glare.

"Back off, Looma. I don't want to hurt you." Ball Weevil said as he spat out a small ball of Plasma and began to gather up some objects but then charged forward. Looma frowned as she got her hammer out and smacked the goo aside, making it and Ben go into a nearby wall, splattering it still.

"...Oh real ingenious. Yes, great strategy." Skurd said, his tone thick with sarcasm as Ball Weevil just gave him a glare in annoyance. Rook's Truck arrived at this time as Ester came over to help pry Ben off of the wall.

"Well, that was fun. Now...to take care of my rival." Looma said, as she got her hammer out and ready as Julie backed up cautiously, making sure to read the situation around her...and nods.

"Herve, get ML-E out of the way. Rook, help Ben. Ester, try and get the civilians out of the way. I'll keep Looma busy." Julie said to the others as Herve just nods and picks up the little lizard alien, getting her out of the way.

Ester nods as she stretches over to the Tetramands and slammed an enlarged fist their way, Rook beginning to cut through the rock around Ball weevil's ball of plasma. "Hah, what are you gonna do, you little insect."

Julie just smirked as she says, "Ship...time to bring out 'Big Bruiser'." Ship beeped in excitement at this, revving the engine at this time. Ball Weevil did a double take at that.

"Big Bruiser?! But you and Cooper haven't finalized that thing yet!" Ball Weevil said as Skurd looked confused.

"Big wha-? What is going on?" But then the Slimebiote got an answer as Ship sped over before becoming a large pile of liquid to go over Julie completely...and began to expand greatly around her.

"What in the…?" Looma asked as before her a tall suit began to form, getting closer to her height if not a foot taller. Everyone watched with a shocked look as Ship took the form of a 13 foot black robotic suit with green glowing highlights forms with a green visor-like eyes on it's curved head, thick fists and feet with a larger body with a large upper body, fists about the same size as Diamondhead's and thick boots like NRG's armor. Julie's hands flexed slightly, glaring down at her.

"Who's little now, princess?" Julie asked, cracking her armor's knuckles a bit. Looma growled as she reared a fist back, Julie doing the same before they impacted, creating a shockwave. A powerful force went outward, knocking objects down. Herve, being quick, ducked down with ML-E pressed against him to protect her from the force.

Ball Weevil yelled out as he was sent to the side after getting it loose. Ester held the other people down as the Tetramands, who weren't prepared, were sent into the river. Fistina grabbed at the wall and began to try and punch through it to try and loosen him up some.

Julie smirked a bit before she sent another punch her way, knocking Looma back a good few feet into a wall. The Asian girl then charged forward and tackled into her, smashing her further into the wall and sending a couple of good solid punches before Looma kicked her away.

"..." Looma wiped her lips and saw a bit of dark violet liquid, smirking a bit. "Heh, this can actually be fun now." She said as she jumps up and slams down on Julie's helmet, making it dent a bit. Julie glared at this as tendrils flew out and got onto a nearby flying bike from the Tetramands and formed it onto Julie's armor, fusing it onto her armor, increasing her mass.

"Let's have some fun then." Julie then sent a fist her way, but Looma ducked around and slammed her hammer into her side. The giant robot stepped back a bit, grunting a bit at this. Ball Weevil watched with a frown.

"Try the Piston Punch, Julie!" Ben called out as Julie nods as her right arm began to adjust, making it extend back a bit before she threw the punch, the fist extending out to send Looma flying backwards. She hit the side of the Celon statue, making a dent into it.

Looma saw this and glared in annoyance. "Why you little-" Before she moved however, she saw it was starting to move forward. She then saw Herve and ML-E within the falling path. "Oh no…" She then moved quickly and pushed it back up, grunting a bit and placing it back into the spot.

Rook, seeing this, asks, "Wait...why did she…?" Looma looked back and nods before grabbing her hammer and tossing it at Julie with a powerful force, knocking her onto her back since the shock was too much to keep her from moving. Julie groaned a bit as Looma jumped up and sent a powerful punch down, making Julie yell out as she felt the blow of the punch. She was protected by the thick armor, but the force could still be felt through it and made her bones nearly rattle

"Julie!" Ball Weevil said as he glared at this before slamming down on his symbol, growing out. "ROAD HOG!" The boar-like alien screeched out, snorting a bit. "SKurd, armor up!" SKurd nods as he slinks over his back, creating dark yellow armor of Cannonbolt before charging forward, tusks at the ready before tackling into Looma, making her yell out as she got sent backwards from the force of the blow.

"What in the…?" Looma groaned as she saw Ben shined again, turning into Fourarms as yellow bio-metal armor came over his arms, as well as a familiar helmet from Armodrillo. He then slammed four fists down and created a powerful shockwave that released stalactites up into her.

Looma grunts before Four-Arms glared upwards and gained icy off-blue blotches on his back before a pair of moth-like wings came out of his back as well as a silted mouth guard. He then sent out a roar towards her, creating an icy area under Looma's feet before he flew at her and tackled her, making her skid across the ice. The wings were then replaced by Dagger-Down's own and he threw the barrage down at her, pinning her down. "...Had enough?" Four-Arms asked, grunting a bit as Skurd panted a bit. He then saw Looma break through the metallic feathers, glaring up in annoyance.

"Beloved, this is kind of irritating," Looma said, panting a bit as she glared upwards towards Ben, who looked at Skurd at this

"She is quite resilient…though I Think this fight can use a…" He then slammed down onto the Omnitrix, making a more...slender form appear as Valkyrie took the center stage. "Feminine touch perhaps?"

"Valkyrie, eh? This can work?" Valkyrie said with a smirk, cracking her knuckles as Skurd slinked over her arms before making a second set formed on her lower arms. "Whoa! Nice use of Four-arms' DNA." Skurd gave a nod before Valkyrie read Looma's body language before going into a similar stance.

Looma saw this and got into her own stance and charged. Valkyrie's use of the second set of arms allowed her to block every punch and kick sent her way, using her smaller body to add maneuverability compared to the hulking amazon.

Rook ran over to Julie, as Ship slinked off and beeped in discomfort, as Julie held her stomach with a small cringe. "Julie, are you alright?" Rook asked in concern as Herve got up, rubbing his head as he saw Looma and Valkyrie fight still.

"Ben?" He asked, staring in a bit of surprise at the sight of the angry female alien fighting against Looma. He then saw Rook and Ester watching over Julie, as he got a small nod. He then got his camera out and set the lamp on his camera to a multiflash setting. He then got around to a corner and set up his camera...as he yells out, "Oi! Giant red lady!"

"What?!" Looma asked as she was pushing an annoyed Valkyrie down as the woman tried to send a barrage of punches her way but was kept back.

"Say ' _ouistiti_ '" He then flashed the images, sending the bright flashes her way. Looma yelled out in surprise, not expecting the flashes. Valkyrie took the opening and slammed her hands into Looma's torso with a powerful blow, sending the giant backward and into a nearby wall, making her groan a bit.

"Thanks." Valkyrie said with a small nod, as Herve gave a small 'vous êtes le bienvenu' as she looked down at Looma with her arms crossed. "You done now, Looma?" Looma just gave a small growl in annoyance. "Look...it's not gonna work between us. I'm with Julie, and I'm sure you can find someone else who's good for you as well."

"Hmph, yeah right…" Looma said with an annoyed tone. "No one else is even close to being worthy of me as a warrior." She crossed her arms as Julie got up, rubbing her stomach a bit.

"I saw you...save Herve and ML-E. If you are so battle-happy, why even do that?" Julie asked as Looma looked to the side with an almost...bashful expression.

"Well, um...there was...no real reason for them to be there," Looma said, not looking the two in the eyes as Valkyrie and Julie looked at each other at this.

"Look...maybe instead of just looking for someone who's really strong, maybe try and find someone who can understand you for you?" Julie suggested, rubbing her head at this as Looma gave her an odd look. "...Yes I know we just fought, but I can tell there is at least a BIT of good in you."

"And I know a Tetramand who's REALLY tough in the Galactic Enforcers. Ever heard of Tini?" Valkyrie asked as Looma just nods, wanting them to get to the point. "Well, her fiance isn't a Tetramand, he's a telepathic squid alien. Maybe she can help you with finding the right guy? Tell her Ben sent ya, she'll know what you mean."

Looma thought this over...and nods. "Alright then." She then went over to the Zed statue and placed a small device on it, causing it to vanish from sight. "Zed is a pateron Celestialsapien for Khoros, can't just leave it here. You guys can keep the statues of the Five powers though. Consider it an...apology gift." She then went onto her bike and says, "Also Julie...I hope you know that you have proven your worthiness to me. Apologies for any dishonorable conduct on my part."

"Just make sure to send any amount of taydens to the mayor of Undertown to pay for the damages," Julie said as Looma gave a nod, pressing some buttons on her rocket bike.

"And already paid for my other supplies, they can keep the money. Good Battle, you all." She said with a small nod before rocketing off, as Valkyrie gave Julie a smile. Looma then drove off, heading to the skies with the rest of her army as the civilians took a collective sigh of relief.

"You did well out there, Jules. That was an awesome fight," said Valkyrie as the two smiled at each other and leaned closer, but Rook gave a small cough to get their attention, as Ester looked almost curious about this situation.

"Um...Ben? I think you forgot something." Rook motioned to how Ben was...making the feminine-looking alien yelp a bit in shock as she slams down on her belt, turning back to normal.

"Vell, zat vas fun." Fistina said with a small chuckle as she says, "See you around, Plumbers." She said with a small nod to them. "Don't worry, will be in good behavior for awhile. Rather not lose good fortune while it is there." She looks at Julie and says, "Though...may need to make sure not to get too caught up, people may say things." She gave a teasing wink at this, as Ben was dealing with an amused Skurd.

Julie's cheeks flushed a bit in embarrassment as well as the two just chuckled a bit, as Herve gave a curious look at this time. 'Hmm…' He shrugs as he says, "Oi Ben, I'll keep this place a secret...but don't think I'm getting off of your case if you do lead to more trouble." He then gave an 'adieu' as he was heading off.

ML-E ran over as she says, "Want my mom to take you home. Just give her an address and she can speed you over." Herve gave a small nod to the child as she took his hand to lead him around, knowing he was gonna get lost either way.

Hokestar drove over, a large statue of Divinian standing over behind him as he asks, "So...when's the wedding?"

"Um...she's...kinda gone. But she gave the statues of the Five Powers to the people of Undertown to make up for what she did. As well as paying for all of the services." Rook explained...as Hokestar gave a sigh of relief.

"Oh thank goodness…" Everyone just chuckled at this, as the civilians went on their way as Ben looks at the five statues.

"So...where do we put them?" Ben asked, making the others look at each other, now curious about that themselves. Unbeknownst to them, a shadowy moth-like creature was sneaking around before vanishing.

End of Episode 14

Well, this was a toughy to finish up. Of course taking an episode that is usually REALLY disliked is rather hard to do, but here's hoping that this can satisfy people till I can get the season 2 finale underway. Time for the big battle against the Faction, folks! So please Read, Review and Suggest away!


	15. Faction Showdown Part 1

Well, here's the first part for the big finale of this arc. And to explain to the guest that is so curious...Ben Again is something I had in mind but not 100% sure I'll remake it, The Universe vs. Tennyson is HEAVILY updated due to it being about something besides the redo of the universe, and finally Special Delivery is given a bit of an overhaul to be more canon-friendly. Anyway, enjoy! As you know, I only own my characters, anything else belongs to their respective creators and Ben 10 is owned by Cartoon Network and Man of Action.

Faction Showdown Part 1

(Galvan Prime. June 14th, 11:04)

On the planet of Galvan Prime, a bustling metropolis of the main capital stood tall over the rest of the planet. However, after the repairs were done and the animal DNA retrieval helped remake the fauna of the planet after the destruction by the Highbreed, things have gotten normal.

However, things were really picking up in a city of the west of the capital in the swamplands where families raise their children for a time as well as those who study the fauna and flora of the planet. There stands a museum that holds the history of the life on Galvan Prime. A few young Galvan's, some with their tails and some without (even one being dragged along in a sphere filled with water still because her limbs were not fully developed) were being shown around a large museum filled with skeletal bodies of various monstrous animals in comparison to them.

In front of them, a young human-looking girl with short blonde hair was working on some panels for an exhibit where a large skeletal remains of a large aviary beast stood. "Oh, hello there." She said with a smile to the many children. "I take it you're here to look at the Hall of Predators, right?"

"That is correct." Said a rather rotund Galvan, looking up as he adjusted his bifocals. "We are here to examine the Omnivoracious bones." He explained as she nods. "Students, this is the Unitrix, or she likes to be called, 'Eunice'. She works for First Thinker." The kids all looked in awe at this as Eunice chuckled a bit.

"Yeah, it is kind of cool. Ahem...as you know, The Galvan Race has survived for centuries using their inherent intellect to outwit and survive on this harsh planet for millions of years. The only real threat was a creature known as the Omnivoracious." She motions to the large skeletal remains. "This is one of the few fossils that remains of this predator; it was smarter than the others, able to think on the same level as the Galvans in the primal state."

"Indeed. We could have been wiped out if not for the climate shifts that have dwindled their numbers to extinction." Y-It said with a small nod, looking up at this time as he rubbed his chin at this time. "But Omnivoracious is also a dangerous creature either way. Glad they were taken out."

"I can understand the feeling." said a voice as the group saw Avware walking up, carrying along a small egg-shaped device and a suitcase. Inside of the egg was a glowing black and green ooze, which was making beeps of annoyance. "Don't mind me, just need to bring this miscreant to the first Thinker."

"Of course. Come on." Eunice said leading Avware away as Y-it brought his students along, unaware of a shimmering of light near by as Khyber got off of a wall, smirking a bit.

"Well, this makes it easier." Khyber said as he pressed a button on his wrist, allowing the door to the back to open up. Orianus and Psychobos walked in with the dog, who was attached to a strange-looking leash.

"Here you go, Khyber. And honestly, why make a museum to their collective egos, I'll never know." Psychobos said as he placed the device he made from Animo's research onto the skeleton, which began to rejuvenate the bones from its rocky state as a way to draw blood from it, scanning the data within.

"But their luck is about to run out." Orianus smirked as he placed the device on the collar's symbol, causing it to shine a bit. Suddenly there was the sound of guns cocking as the four turned to see two Galvanic Mechamorph Guards, with purple coloring in their circuits, glaring at them. Unbeknownst to them however, a black and red slime started to grow out of the ground under them.

"Halt! Step away from the-GAAAAAH!" The two screeched out in pain as they were drained, their bodies turning into statues. Malware growled faintly, having his body shimmer with the new energy he just took...his hands looking like sockets before they morphed back into place.

"And soon, the Galvans will meet their former predators...in the afterlife." Malware chuckled darkly as he looks at the Omnivoracious skeleton with a small growl. "And no one can stop us now…"

* * *

(Bellwood, USA. Undertown Marketplace. 11:20)

In Undertown, Ben and his team were currently dealing with a rather boring patrol in Undertown, as Ben was leaning against the window with a small sigh. "Ugh, this is so boring…" He then began to press buttons on the dashboard, making Rook smack his hand in annoyance...which lead to him smacking Skurd in the head.

"Ow! Watch the hands, Rook!" Skurd said in annoyance as he rubbed his head as Julie, who was in the middle, had to lean back from that.

"Um...maybe instead of just arguing or messing with things...maybe we can talk about something else?" Julie suggested as Rook nods in agreement.

"That sounds productive. We have been partners for quite some time, but I think there is much I can learn from you that's not from a file. Though it is interesting. For example; it says you have a birthmark shaped like New Jersey on your lower back. Or was it a scar, will have to check again…" Rook rubbed his chin at that.

"Oh that? Yeah got that in a soccer accident." Ben admitted as rook chuckled a bit.

"And your crush on Patty Berkenfield in third grade. Isn't she that cheerleader now?" Ben gave a sheepish chuckle, as Julie rolled her eyes as Rook looked towards her, "Though apparently according to Julie's file, there is this odd bit about her having a mole on her-" before he could finish, Julie gave Rook a death glare that made him stop talking as he coughed a bit. "B-but there is something that has gotten my attention about your files…or lack thereof."

"What's up? I'm an open book." Ben asked as he leaned back as Rook looked at Julie, who just nods as she took a breath.

"Well...why did you give up being a superhero a few years ago? I mean...you told me why you first became one, but after you were 11, you stopped for a few years til the Highbreed showed up." Julie said, as Ben suddenly ridgid.

"...that's kinda personal." Ben said, as his arms got crossed as Rook scowled a bit.

"Was this about Feedback? And do not lie, I know about your eye twitch. I had looked into it after several incidents involving the conductoid form fighting criminals for a few months, but then suddenly you stopped all together...and I have not once seen you use that form. That is rather curious." Rook said, as he had a frown on his face as Ben sighed a bit.

"Look...it's...kinda personal. Lets just leave it at that for now…" Ben said with a small sigh as Rook frowned a bit, but didn't go too deep into it as they went on, but then saw smoke in the distance. "That's not good." He then got out of the car as he nods to Skrud, who nods back. "Come on, Water Hazard!" He then looks through and slams down...and became something smaller.

"What in the?" Skurd in confusion as he saw Ben turned into a 2 foot tall, miniature shark-like creature with dark yellow-green eyes with small pupils, a blue tinted scales covering his body with a 5-inch long dorsal fin coming out of his head, rather short fins and wearing a black and white belt around his body. His noticeable trait, besides his fish-like appearance, was this muscular-looking legs with three-toed webbed feet sticking out of under him, the Omnitrix attached to a harness on his forehead. "A Walkatrout, eh? Interesting...when did you get this form?"

"I think this was one of my aliens back during that riot...I saw him in it, but I never used him. Ah well...pickers can't be choosers. Anything on this?" Ben asked as Skurd checked via his data pool.

"Let's see...besides having the most insane real name for all species in the Milky Way, Walkatrouts have an interesting power that's only useful in very deep waters...but on land, they can run at about 20 miles per hour and can then slide on the ground due to the natural-forming mucus in their scales to allow to get at least 75 mph. And your jaws are almost equal to Ripjaws' own, but you can't rip through steel. You can hold onto things however." Skurd explained as Ben nods.

"Okay...and there it is!" Ben said as he ran ahead before moving forward, allowing his slick body to slide on ahead after a burning vehicle ahead. He then hopped up and chomped onto the fender.

The driver, however, saw this and looked back. "Oi, get off of Pakmar's truck!" Pakmar yelled in annoyance...before seeing Skurd and Ben on the car. "Ben Tennyson!? GET OFF!" He said as he began to drive even faster, making it harder for Ben to keep onto the back of the car.

"'Ey, cuth at outh." Ben said, his mouth still attached to the fender before Skurd grew out some of Four Arm's arms out of his back and helped get him further up. "It's me, Ben! You can slow down!"

"I know Ben Tennyson! You ruin my new business venture!" Pakmar said in annoyance as Rook was catching up, as Julie got the radio out.

"Sir, calm down and pull over! Your truck is on fire!" Julie called out into it, as Pakmar gave an annoyed look.

"Stupid girl, it's a Barbeque! Can't you read!" He said, pointing to his vehicle's side as Skurd looked up at the fire and looked at him with annoyance.

"Well then we'll just arrest you for arson since this is clearly not safe!" Skurd called out in annoyance as he looked behind him as they saw the river was coming up.

"Uh, Rook? Think you can stop it with a wrench or something?" asked Julie as Rook nods and fires one out from the front of his car, but it only ended up snatching the bumper off...and causing Pakmar to panic and drive right for the river.

Ben, Pakmar and Skurd all screamed as the truck plummeted, making the fish fall right into the water as the car sunk into the water. Ben spat some water out as he says, "WEll...that's not good…"

"We may need to get him before he drowns!" Skurd said as Ben nods as he dived into the water after the car as Julie and Rook watched from the surface.

Ben then began to feel something...odd as he sank into the water after the sinking car. Shimmering around his body was a few scales, which appeared to be flat, 3-inch long fish-like scales with green dots where the 'eyes' would be on it with a sharp dorsal fin and bottom fin to it. "Whoa, that's new." Ben said in shock as he saw several going around him.

"This is the Walkatrout's secret power; when immersed in water, they create these little scales that can be commanded at a thought. Usually in a way that makes them more...fearsome to their predators. Now...concentrate and think of some sort of sea creature you can imagine and they can make that shape.

In Pakmar's car, he began to try and break through the window in a panic before he saw a very large shadow starting to creep over to his car, swimming over with sudden speed. He screeched as the door was ripped open and a set of piranha-like fangs grabbed at his shirt and began to swim up into the surface before he was thrown into the air out of the water, where he was caught by Rook.

"Whoa…" Julie looked up in awe at the sight of a 20-foot long sea serpent-like beast that had Ben's new form's body for the head, with the various scales fashioned around it like a serpentine body, it's dorsal fin and larger fins going around his head.

"Whoa...now this is cool! Hmm...slippery on land...and can make a school out of nothing when in water...maybe... **Slipschool**!" Ben said with a small smirk at the name, as Julie shrugs.

"Better than 'Walkatrout', gotta admit that." Julie said as Rook nods in agreement. Slipschool looked towards Pakmar's car as he gave a sheepish look.

"Uh...I'm just gonna...go get that." He then swam back under the water, his light blue body slinking under the water to get the car back.

* * *

(Galvan Prime. Azmuth's Lab, 12:34)

At Azmuth's lab, an older Myaxx was leaning against a wall as Eunice looked at Avware with Azmuth, who was giving a light green and black Mechamorph wearing a satchel around his shoulder, who was crossing his arms with an annoyed expression on his face.

"This has been your, what, 20th time we have come to talk to you about your poor behavior, Ba-zel?" Azmuth said, crossing his arms with a scowl at the Mechamorph, who just had rolled his cycloptic eye at this time.

"Oh please, First Thinker. You gave me this asinine job of just studying atmospheres, so of course I'd try to make some money on the side. Your favorite little human has already caused issues with that." Baz-El said, crossing his arms as Avware's eye narrowed a bit.

"Do not try and make yourself a victim, Baz-El. You were gonna sell the Mechamorph Symbiote known as 'Ship' to the black market." Avware remarked, giving the younger Mechamorph a small glare of annoyance. Baz-El just crossed his arms until an alarm went off, making Azmuth press a button.

"What is it?" asked Azmuth as a garbled voice on the other end was all the others could hear...before he scowled. "Myaxx, get security up. Avware, you get to the control room and make sure no one is sneaking around. Eunice, you're with me. Baz-El...go with Myaxx. She can keep an eye on you." Azmuth said as Myaxx nods, grabbing Baz-El by the head and dragging him off.

"Come on, you." She said as she took him away, Eunice following Azmuth down the hall as Avware liquified himself and slinked off quickly. Azmuth was in Eunice's arm as she went into the main hall and gasped as she saw the Mechamorph's in a poor state next to Y-It.

"I believe...he's here. We need to get them healed, now." Y-It said as Azmuth nods, nodding to Eunice.

"Use your DNA repair upgrades, Eunice. Use the marker for Mechamorph DNA to repair this damage." Azmuth commanded as Eunice nods, pressing her hands on the mechamorph's as an omnitrix symbol formed on her breast, before spinning, going through the codam stream and going into the Mechamorph forms.

"It'll take me a few minutes to repair their DNA. Malware's effects are really damaging…" Eunice said as there is a green glow going into the two units as she pressed on them. Suddenly the doors slammed shut, making Azmuth scowl.

"Malware…" He sneered as he looks around. "Well, come on out. Do not put me in suspense. I get it; you are still angry about what happened...I do wish to help you, so please lets do this reasonably and no one else can be hurt." Azmuth said, as a growl is heard.

"Sorry old man...no Malware here right now. He's on a field trip." A voice said as the two looked up, seeing Orianus in his depowered state with a smirk looking down at them with Khyber and the Anubian Baskurr, who growled at them.

"Indeed...it has been quite a while." A voice said as Psychobos floated down in a strange device, chuckling deviously. "It is I, your eternal rival Dr. Kanserian Psychobos. It has been some time…"

"Indeed it has...for an old teacher to meet his student." Azmuth said, his eyes narrowing a bit. "What do you want, Kanserian. You were an early apprentice of mind 80 lunar cycles ago. What do you want?"

"...Lunar what now?" Orianus looked at Khyber, nwo confused at that as Khyber sighed a bit.

"It's how the Cerebrocrustacean count years...1 lunar cycle equals 3 earth years if we want to have a fair estimate" Khyber explained calmly as he looks at Psychobos. "Though how you're this old surprises me...most do not live that long. 60 lunar cycles is usually the highest."

"Indeed...Psychobos became my student due to his interests in genetic modifications. I, however, wanted to study ways that we can get along...not make one better than the other. But your ego made you unable to fully respect my teachings, resulting in this monster you have become...and now you have allied with Malware?" Azmuth asked, looking around...and scowled more. "Along with a known planetary arsonist and bounty hunter who kills sentient species for sport…"

"Guilty on the arsonist thing. I just like watching things burn...and I'll enjoy turning you all into fried galvans." Orianus said, his hand glowing with blue flames with a dark smirk.

"Now isn't time for pleasantries...behold my greatest creation, inspired by your greatest invention, and I use the term loosely...the Nemetrix." PSychobos said as the Baskurr came up, snarling a bit at them.

Eunice's eyes shined a bit as she says, "about 20 DNA samples of various alpha predator DNA, sir. By the way...thanks for adding them to the codom stream. I've been collecting animal DNA for it to make sure life do not get wiped out that easily." Eunice shugged at this admission. "Need to do something to keep it sanctioned."

"Indeed...but it's not bad, for a knock off." Azmuth admitted as he looks at it from afar, his eyes squinting a bit. "And it took you...likely about 10-20 months to make it work? I'd estimate...11 months, 10 days and 8 hours?" Azmuth said, as Psychobos growled in frustration...as Orianus did a double take.

"By Celon's fire, he was right on the money, wasn't he? Dang, he IS Smart." Orianus said with an impressed tone as he chuckled a bit. "Ah well, time to make ya munchies. Boss man?"

"On it." Khyber said calmly as his gills whistled a bit. "The galvans may have outlived their most dangerous predator...but lets see you do it, old one." Khyber smirked as his dog began to growl, growing with a light red aura into something...ferocious.

Azmuth and Eunice watched iwth shock as an 9 foot long (and 6 feet tall) dark violet feathered monsterous bird with a 8 inch long bluish tinted beak with several sharp abrasians that look like teeth, cat-like dark orange eyes, a 50-foot wing span and four long purple feathers on it's back with four razor sharp claws on it's feet and three small clawed hands attached to the wing's furthest spot. It gave a thunderous screech, glaring down at them.

"Omnivoracious…" Eunice said nervously as the creature hissed a bit, tilting it's head slightly as it softly growled at them. It then flapped it's wings and took off, releasing a bit of wind as it landed on a near-by wall, glaring down at them. The healing had been 60% complete, as the Mechamorphs were groaning softly.

Azmuth pressed a button his wrist, but the glow didn't go off. "...Eunice, we need to get out of here. Mechamorphs, can you move?" He asked as the two as they gave a soft nod. "Good...then move!" He said as Eunice picked him up and pressed a symbol on her chest as her hands started to shine before she slammed into the wall, smashing the door down and ran out, the two Mechamorphs slinking away quickly. The giant creature roared as it chased after them.

"DO not think I did not suspect that you would run, Azmuth...just admit that I am superior and MAYBE I'll make your death painless." Psychobos said with a sinister tone as Azmuth rolled his eyes.

"I concede that this is a waste of time and nothing less! You are wasting time, resources and, most importantly, innocent lives with this darned fixation!" Azmuth said as he pressed some buttons on his teleporter before sticking a wire into Eunice's symbol.

"What are you doing?" Eunice asked as Azmuth looked up calmly.

"I am getting back up. He may keep me away from teleporting out...but didn't stop me from teleporting anyone in." Azmuth then pressed the button on his teleporter, making a green flash form in the area, everyone covering their eyes.

* * *

(A few minutes ago in Undertown…)

"Okay, try to give it some gas!" Grey Matter yelled at Julie, who nods as she turned the key in Pakmar's truck, only making a sputtering sound, making ship cringe in the passenger seat as he waited for them to get done. PAkmar was a few feet away, tapping his feet in annoyance.

"Hurry it up, clumsy plumbers…" The little green alien growled in annoyance, tapping his foot harder as Rook was using his Proto-Tool to try and get as much water out of the engine as he could as Grey Matter continued to work.

"Keep your eye-covers on, Pakmar. We'll be out of your hair soon." Skurd said, looking back at him with a look of annoyance before creating some of Squidstrictor's tentacles to help Greymatter out.

"Just get it done before you do any more damage!" Pakmar said in annoyance as Julie looked out the window in confusion.

"How could we possibly do any more-" before she could finish, a green light quickly went over the truck and the three Plumbers, making them vanish from sight with the truck. Pakmar could only stare in shock, before gritting his teeth in annoyance.

"TEEEEEEEEENNNNYYYYYYSOOOOOOOOON!" He screamed in anger, shaking the whole ground with his rage.

* * *

"-damage. Wait, what the heck?" Julie finished her sentence when they got to Galvan Prime, confusing her greatly as Grey Matter looked up.

"Did we just get ported?" Grey Matter asked in a confused tone before Rook jumped back as the car got flipped off by Omnivoracious, annoyed as Julie got covered by Ship to protect her from the rolling effect as Grey Matter screamed out as he got sent flying.

"Leave it to you to cheat, Azmuth." Psychobos growled in annoyance as Khyber smirked a bit, as did Orianus.

"You got cheated...we got targets." Orianus' hand combusted into flames before jumping down, grinning a bit as he powered up.

"Azmuth, what's going on?" Grey Matter asked as he looked at the older Mechamorph as he nods to Eunice, "And nice to see you again, Eunice."

"Likewise, hope it's in better spots…" Eunice looked at Julie, who got out of the truck with a groan. "And you're Julie and Ship, right? Nice to officially meet you."

"Yeah...thanks." Julie said, still groggy as she shook her head and saw Orianus. "Oh great, this hothead again...how come you can't just buzz off?" Julie's armor shifted into its Extreme Environments form before shooting out a blast of cold mist at him, making him yell out.

"I'm gonna help Julie...Rook, is it? Can you help with Azmuth and Ben?" She asked as Rook went over to Azmuth and nods.

"It is an honor to meet the greatest mind in the galaxy, sir...but I do wish it was under better circumstances." Rook said, giving Azmuth a nod. He then got his Proto-Tool out and fired at Khyber, who ducked from the blasts.

Grey Matter ducked around the giant bird's attack as Skurd says, "You are a tiny little gecko right now, turn into something else!"

"Like what?! This thing has like over 20 aliens that can go against most of my aliens! And you know the rest of the ones that are there!" Grey Matter groaned as he continued to run, ducking around the beak. "UGH, I wish I had a predator of my own!"

There was a slight pause...before Grey Matter's eyes widen as if a realization hit him. "What's with that look?" Skurd asked, now slightly concerned as he saw the smirk form.

"I just found a way to beat this thing…" Grey Matter whispered the idea to Skurd...who nods in agreement with the idea before he fiddled with something as Ben came out, turning back to normal.

"What is he doing?" Azmuth asked as Eunice ducked around Orianus from behind.

'Is he insane? That thing can peck through his skull!' Eunice thought in a panic as Julie caught something with her eye and got it with a nod before jumping back. She then shifts to her trapper armor and fired a net at Orianus, making him yell out.

"Mmm...surrendering? Ah well...pet, bring him to me." Khyber said as the creature jumped up, before a flash of green came out and suddenly Spider Monkey came out, screeching a bit as it webbed his face.

"Sorry, gonna have to take you back with the dodo!" Spider Monkey said as he webbed it's leg and pulled hard, causing it to fall forward with a screech. The large bird hissed before it suddenly glowed red, turning into it's giant Root Shark form, roaring out.

"Yes...strike him down!" said Khyber as the root shark roared as it went right for him before a sudden green flash came out...and a powerful slamming blow came to hit it. "What!?" He looked and saw Rath appear, a growl escaping his lips.

"LET ME TELL YOU SOMETHING, KHYBER THE HUNTSMAN! RATH IS NOT A ONE-TRICK PONY! GREY MATTER WAS ABLE TO FIGURE OUT A GOOD PLAN; TURN INTO APEX PREDATOR ALIENS!" Rath roared out as he jumped up and sent another punch at the root shark before tossing it towards a wall, making it roar out.

"Nice job, Ben!" Julie said with a smirk as she shifts into her Hacker armor before pressing some buttons. "Eunice, you go on ahead. I'll play support." She started typing in the air, making holographic screens come around her. Eunice nods as she presses a symbol on her chest, making her skin gain small fins on her appearance before taking a breath, shooting out an icy blast of ice energy at Orianus.

."What the-HOW the heck are you doing that!?" asked Orianus with a confused look, blazing up slightly to try and heat back up. Eunice smirked as her body shifted again slightly to show more tentacle-like hair. Her eyes glowed green before creating a psychic burst to send him flying back.

"I got a connection to the Codom Stream, a special uplink only the Omnitrix technology can get into. Your dog friend can go into it with that rip off, but as the original Omnitrix prototype, I have an effect from it." Eunice smirked as she fired another psychic burst before hearing a roar near by.

Julie looked up and looked towards her left as she saw Terroranchula fighting against Benwolf, who was growling at it before tossing it over his shoulder. The werewofl then howled loudly, making it go backwards. Just as it flew however, it turned into the smelter beast. The giant hot iron creature growled in anger, glaring down.

"We must stop the whistling…" Rook said, as Ben slams down on his symbol again and turned into Arctiguana, who roared out as he shot out the icy energy at the giant heated slime. Azmuth heard this and nods, as he starts to get some parts together from a small device. Psychobos looked around with a growl.

"Khyber, stop your mongrel and focus on Azmuth!" Psychobos with an annoyed look, his head sparking in a warning at the hunter. Khyber growled as he got his knife out and charged at Azmuth, roaring out. Rook, seeing this, got in front of him and sent a kick his way, sending him back.

"Okay...need to try something…" Rook took a small pause and took a breath...before his hand shimmered a bit before he jabbed two fingers out. "RIVER SHIFTER!" Khyber yelled out as he got hit by the force of the air.

"Ugh...Revonnah Kai is more impressive than I had initially thought…" Khyber growled in annoyance as he says, "Old friend...get serious." He then whistled a bit as Smeltor shattered the ice, roaring out as it turned into Hampount. It then slammed it's claws down, creating a static wave. Orianus jumped up to avoid the field as Julie and Eunice yelled out in pain.

But something caught it off guard...as a glow came as Hampount looked up and saw Sandbox out, smirking a bit. "Can't get something in the sky, remember? And I've trained a bitw ith this alien...and here's a new trick I found…" He then began to send a blast of sand towards it, making it roar out.

Suddenly the sand shifts before turning into a barrage of thick stone made of sand. "What?" asked Psychobos in shock, as Sandbox smirked a bit.

"Neat, huh? I can manipulate the sand I make! Took awhile to make it work though." Sandbox admitted before flying up and tackling into the creature in the back, making it roar out. It panted a bit, as Sandbox smirked a bit as he contained a tornado of sand as it roared out.

Azmuth nods as he got his whistle finished, as Orianus saw this. "What is that?" asked Orianus, confused as Azmuth blew into it, creating a familiar sound.

Hampount heard this and growled a bit as it shined a bit, growing in size. Psychobos looked in shock as Sandbox flew back as something quite large took it's place. It was a large dark red six-limbed octopus with a strange yellow spots on it's body that shifts like a chemical reaction, a large head with a beak-shaped mouth and large red eyes, growling softly. "Everyone...meet Vicetopus, the Cerebrocrustacean natural predator."

The large creature sniffed the air before looking at Psychobos and licked it's beak with a hungry look. "Wha-what?! Whe-when did-" He saw Skurd was giving him a smug look.

"Heh, you didn't think I wouldn't get one? I just think it's more poetic irony at this moment, don't you?" Asked Skurd as he adds, "Also fun fact; a Vicetopus is one of the most intelligent predators still living to this day...Omnivoracious was the original smartest, but this creature evolved to become even smarter and crafty."

Psychobos growled as he says, "I will not be bested by some mindless beast!" He sent a blast of electrical energy at it, but Vicetopus' body began to gain strange lines on it before the electricity just bounced off. "Ugh, the natural defense!"

"I get it...it's like Earth octopi...it's able to...change it's appearance and gain some sort of protection against it's...electrokinetic prey." Julie said, groaning a bit as Ship's lights were zipping on and off before returning to normal color.

Khyber growled as he ran at Rook, who blocked his blow as Khyber growled, "You've been training...good." Khyber smirked as he kneed his stomach, making him gasp in pain. "But not enough…"

"Try me for size, then." A voice said as a laser hit him from the side, making him yell out. Myaxx walked into the room, holding a cannon as Vicetopus grabbed Psychobos and began to shake him around.

"WHA-HELP-ME!" the crab-like creature scraemed in shock as Orianus gave a small growl of annoyance, his body starting to coat in flame.

"Boss man, their is WAY too many…you said that 'a hunter knows when to back out', right?" asked Orianus, looking at all of this as Khyber nods.

"Indeed...we do." Khyber said as he slams down a device and creates a powerful smoke screen, making everyone cough a bit. Orianus put on a gas mask over his head as one went over Khyber. Everyone else began to cough.

"What is…" Rook began to cough as he got his proto tool out and sucked up the gas as a shimmer is heard. Everyone looked around and saw a burnt hole in the wall...and the dog on it's side, groaning a bit with the Nemetrix gone from around it's neck. Psychobos just groaning a bit.

"Great...the hunter and his apprentice got away...but left the mutt and crab here for us." Myaxx said, growling a bit as she walked over to Psychobos and grabbed him by the top of his head. "What is going on here, Psychobos?"

"Heh...guess you haven't noticed we were merely doing something for our partner...Malware." Psychobos smirked, as Myaxx glared at this.

"Where is Malware?" asked Sandbox, coming down and glaring at Psychobos as he just chuckled a bit.

"Heh...like you're in any postition to-GAAAK!" He yelled out in pain as he felt extra pressure on his head from Myaxx's grip getting tighter.

"Give me a reason and I'll turn you into a crabcake, you little…" Myaxx growled in annoyance as Azmuth cleared his throat.

"That's enough, Myaxx...I'll have security pick these two up." Azmuth said as Ben got back tonormal, clenching his fist.

"We need to find MAlware, Azmuth. You got any ideas where he'd go?" Ben asked as Azmuth's eyes narrowed a bit.

"Ben, this kind of behavior is what lead to you losing your Conductoid form in the original Omnitrix." Azmuth said with a frown, as Rook looked confused.

"Wait, MAlware was involved? In what way?" Asked Rook as Julie got Ship off of her, looking at Ben with confusion.

"...You never told them?" Azmuth asked, as Eunice looked concerned, as did Myaxx. "I have told Eunice and Myaxx...and yet you withheld it from your companions?" Azmuth asked as Ben looked to the side. "...Ben, telling others helps you heal. You cannot keep this a secret forever, especially if Max's concerns about your nightmares are true."

"...Okay…" Ben took a shakey breath as he rubbed his temple. Myaxx tossed Psychobos down and Ben sat on him, making the crab yell out in annoyance of 'him not being a chair'...only to get kicked by Myaxx in return. "It was back when I was 11 years old...after the whole insanity with Malware started. I got Feedback a couple months after Azmuth's dad showed up on Earth...and hoenstly, he was one of the most fun aliens I had."

"How so?" Rook asked as Ben looked at him and gave a small chuckle.

"He was a pretty well balanced guy, looking back; he was agile, can run at least 50 miles per minute when running on electrical currents, can sense radio signals with his antenna, was super strong...and his energy absorbing power was kind of a rush, especially with the creative ways I could use it. But...that was part of the problem I Guess...reason why I used him so much." Ben said with a small sigh. "I hate to admit it...but there was a...problem. I found out about it during a camping trip late in that summer way back…"

* * *

(Tennyson Camp Site. 5-6 years ago. August 5th, 13:03)

Ben walked into the Rustbucket, only to see Azmuth waiting with Max and Gwen. "Hello Benjamin, your cousin and grandfather have been updating me on your performance." Azmuth's eyes then caught something about Ben and asks, "How much sleep have you been getting, boy?" Ben's eyes had a small bags under it, showing effects of late nights.

"Enough. Why?" Ben asked as Max gave a soft sigh, rubbing his temple as he looked at his grandson with concern. "What is this about?"

"It's about Feedback. We're concerned you're overusing that form, and it could be damaging you in some way." Azmuth scoffed at that as he gave the older man a frown before turning to Ben with a serious look.

"I do not beat around the bush, Benjamin: Conductoids are powerful beings, yes. Very capable in fact...but they have a glaring flaw that you are being exposed to on a near-daily basis; an energy addiction. Conductoids only need a finite amount of energy to use their powers. You have been taking too much, too often. Using him to run on your power lines, absorbing energy to increase hose pressure, using them to take on energy blasters...need I go on?" Azmuth asked as Ben clenched his fist.

"Hey, I'm the one wearing the Omnitrix! I can use whatever alien I want! I just like using Feedback, and now you're saying I can't? Forget that." Ben said as he went outside, but Gwen quickly followed after him.

"Ben, wait. We're not just trying to boss you around; we're just worried about you." Gwen said as Ben just scoffed, giving her a frown as he turned to face her.

"Yeah right. You're just jealous you can't use the Omnitrix like I can. You're making them say stuff like that because you're jealous." Ben said, as Gwen gave him a glare of annoyance at that but before she could retort, a growl is heard.

"As much as I would enjoy to continue to hear the familial banter, I am here for Azmuth." A dark voice said as Malware walked up, smashing aside a tree with a small growl as his optic narrowed, his draconic jetpack fusing into his back as Ben glared at this, really annoyed as Malware aimed his cannon at them, but Gwen got her hands out.

"Vortress Nebulae!" Gwen said as a barrier appeared around them as she pushed against it with a small grunt. "Ben, quick; turn into Diamondhead. He's one of your aliens that can take him down." Gwen said as Ben just scowled and slammed down, growing a bit and turning into Feedback, smirking a bit as he cracked his knuckles. "Ben, I'm being serious! Feedback can't win!" Malware hissed in annoyance and fired again, only for Feedback to absorb the blast with his antenna.

"Heh, too easy, chump." Feedback said as he fired it back, but Malware slinked around with a dark chuckle before stretching out his arm and grabbing Feedback by the neck, making him yell out in pain as he was then thrown into a nearby tree, smashing through it and into another, making him yell out.

"Ben!" Gwen called out in shock as Malware hissed and slammed his other arm into her barrier, sending her flying back and onto the Rust bucket, making her cry out in pain as she rubbed her now sore arm, Feedback getting up and growling in anger before he jumps up into the air, slamming his tail into Malware's face. Malware hissed with the impact, as Azmuth and Max both came out, Feedback glaring daggers at him.

"I am REALLY not in a good mood right now, Malware. So how about I just drain you dry and call it a day?" Feedback asked as he slammed his tail and antennas into him and tried to suck out his energy, but Malware just chuckled a bit as black ooze kept the sockets in place. "Hey, what the-Let go!" He then got grabbed by the neck, making him grab at it in pain as he was then smashed onto the ground, making him cry out in pain.

"Ben!" Max and Gwen cried out as they went to help, but got sent back from an explosion, Malware's eye shining from the blast he fired before glaring at where the Omnitrix insignia was on the attire, chuckling a bit as he grabbed at it, causing more energy to go through him.

"Heh...this should prove to be rather amusing..." Malware hissed in anger as Feedback screamed out in pain, feeling the burning sensation as he got coated with the red lines, his eye glowing red as he had tears starting to form from the pain.

"AAAAAH! IT HURTS! STOP! PLEASE!" Feedback cried out in pain as Malware just laughed at his misery before picking up Feedback with a sinister gleam in his eye, as if getting a dark idea as Feedback was filled with energy, making him cry out as his body started to glow red.

"You wanted energy, boy? Take it!" Malware roared as Feedback yelled out in pain and then broke down before Ben fell to the ground, the Omnitrix starting to spark up as Feedback was reduced to ashes, as Ben stared in horror at the sight.

"NOOO!" Ben cried out in horror at the sight of Feedback being destroyed, Max staring in disbelief while Gwen covered her mouth in shock as Azmuth's eyes were clenched shut, unable to watch the suffering the boy was getting put through as Malware leered at him with a dark smirk.

"Aaah...so that is the power of the Omnitrix...I wouldn't mind absorbing more of it..." Malware hissed as his body started to shift some to gain his cannon and aimed at him. "May as well vaporize you to get to it..." Ben's eyes hardened as he saw the sparking parts of the Omnitrix before running up.

"TAKE THIS!" Ben cried out in rage as he punched Malware in the stomach, making him yell out in pain as he felt the impact from it surprisingly enough as he felt a strange energy beginning to form inside of him, his circuit-like body glowing green.

"Yes...the power...it is becoming part of-wait, what's going on?!" Malware yelled out in pain as he felt a strange energy get through him as he roars out, "STOP! IT'S OVERLOADING!"

"You wanted the energy...TAKE IT!" Ben cried out as he forced more of it inside, tears going down his cheeks as Malware roared out in pain before his body began to break down and explode in a flash of yellow energy, sending Ben flying back but a barrier went around him, Gwen running over to him. She looked at the still crying Ben. Tears welling up in her own eyes, she took her cousin into her arms to comfort him, as did Max as he took both kids into his arms. Azmuth watched this scene play out, his eyes downcast at the harm he caused unintentionally as he looked at the damaged Omnitrix with a sadden look.

* * *

(In the Present)

"That's what happened..." Ben said with a sigh, as Julie and Rook stared in horror at what they had heard, while Skurd shuddered at the news. Azmuth looked downcast as he took a breath, remembering that day vividly.

"It was the last time he wore the Omnitrix for many years...I repaired it of course...but I didn't have the heart to take it away from him. Plus I felt it was safer on Earth with Malware seemingly destroyed for good...I wished for Ben to have a normal life, and he just kept it in a closet for 4 years...Max took care of any and all aliens coming after it since then. Ben then started a semi-normal life, getting over that pain...but he took the power back when the Highbreed came back. I made it that it would get a reboot when he put it back on...mostly to help him forget his pain for a moment.." Azmuth said as Rook puts a hand on his shoulder as Julie quickly ran over to hug Ben, Ship rubbing against him in sympathy.

"It's okay, really...I just...wish that I could get over it..." Ben said as he looked at the Omnitrix for a few seconds, thinking back to that day still. Myaxx looked to the side, as Eunice was looking horrified.

"...Yes, yes. Quite tragic indeed. NOW GET OFF!" Psychobos said in annoyance, having been used for by a chair and the increased weight with Julie on Ben was making him more annoyed.

"But...it's been years since then, Azmuth. You've worked on the complete version; what's keeping the Conductoid DNA out?" Eunice asked, clearly confused as Azmuth gave a sigh.

"Malware going into the original prototype damaged it's input, creating a small hole in the data stream where it could go. If I could find something to put something back in, I could repair it. "Azmuth explained, as he nods to Myaxx. Ben got off of Psychobos and picked him up as Eunice put a energy leash on the dog, who growled in annoyance as it protests.

"Lets take you to the prisons...we'll figure out what to do with you there." Myaxx growled at Psychobos as he just chuckled a bit. "What's so funny now?"

"Don't you get it…? It doesn't matter if you have defeated me...soon, the Galvans are all gonna be extinct." Suddenly Ship sparked up, making him whine in pain. "And there it is…"

A beep is heard on the intercom as Avware began to say something, "First thinker! I am thi-ugh...thinking that there is something wrong…"

"Guys, look outside!" Eunice said in shock as they all looked outside and saw Galvan B's wiring started to turn red before exploding, making everyone stare in complete and utter shock at the sight.

End of Episode 15

Welp, I am sorry for the long wait folks. But I hope this chapter was well done and worth the wait. We got to see the event that lead to Feedback's disappearance and a bit more info on Ben's past at least in this take. As well as things going down hill...don't worry, part 2 will come out as soon as I can get to it! (If school and any other writers blocks don't get in the way.) Anyway, please Read,Review and Suggest Away!


	16. Faction Showdown Part 2

Okay, here's the ending of Season 2! I hope you all enjoy it! Apologies for the VERY long wait, but I wanted to make sure this was a good one and it took longer (real life stuff and what not) :P Anyway, I don't own Ben 10, Man of Action and Cartoon Network do. But please Enjoy!

Faction Showdown Part 2

(Bellwood USA. Plumber HQ. June 14th, 13:03)

At the head desk of the HQ, Tetrax was currently on the phone with someone as he was typing a new report from another mission. "Well, that's good to hear Mrs. Tennyson. Glad to hear that your husband is making a steady recovery. Hoping those microchips aren't making things to stiff for him." Tetrax said as he chuckled at what she said, "Yeah I'll let Ben know. He's been getting a lot busier since Carl went to the hospital. Especially with not being allowed to go near him while the surgeries were being done. Must've been hard on him…"

"Excuse me! You, shiny rock man!" a high pitched squeal of a voice said as Tetrax cringed slightly before looking and saw a very peeved Pakmar, making Tetrax sigh a bit.

"I'll check in later...yeah, I'll let the others know you said bye. Talk to you later, Sandra." Tetrax hung up before looking at Pakmar, standing up. "What is it, Mr. Pakmar?"

"PAKMAR DEMANDS A WORD WITH THE MAGISTER! PAKMAR DEMANDS RESTITUTION! PAKMAR DEMANDS AN APOLOGY!" Pakmar roared in anger, as Tetrax just sighed a bit.

"Here we go again…" he muttered, rubbing his temple as Valrean was cringing at his voice.

"Guy screeches more than the guy in Prison block 239 at Area 51...and that guy was a Screechian, so of course he'd be noisy…" the chameleon muttered in annoyance as Manny walked in at this, sighing a bit.

"Ah great, Pakmar is here...is it Wednesday already?" Manny asked as he saw Max walked up, frowning a bit.

"You here for Ben, Mr. Pakmar? At the moment, he's not here." Max said as Pakmar growled in annoyance.

"OF COURSE NOT! I saw him and his two accomplices steal my truck in a glowing circle of light!" Pakmar said, making Tetrax look at him with confusion. "Try to support wife and 487 children, and this happens! Ugh!"

"...that is quite a feat." Valrean said with a slightly impressed tone, as Jerry nods in agreement at that.

"...What was that last part? What did this 'circle of Light' look like?" asked Tetrax, concerned now. Max also looked equally concerned, giving Pakmar a frown.

"What is there to tell? It was round, and filled with energy." Pakmar said as Tetrax scowled at this.

"...We need to move, now." Max said as he looks at the computer advisor. "Lin-Mirand, make sure to tell Patelliday to keep an eye on things. Tetrax, call the Knights of Ascalon. Manny, get your squad on the call. I'm getting Kevin and Gwen." Max said as he went ahead, Manny and Tetrax following orders and going in separate directions.

"Wait, what about me!?" asked Pakmar in annoyance. "I have complaints!" Manny looked back at him with a bit of an annoyed look.

"Take it up with the complaints department. We got a problem to deal with." Manny said, as Pakmar looked around the room...and saw Valrean motion to the back. He then saw Adolherd was near the Complaints area, looking annoyed as he was tapping his claws on the the desk.

Tetrax ran ahead as he mutters, "Better be careful til we get there, Ben…" He got his hoverboard, frowning as his helmet formed over his head. He then went off, a communicator in hand to call them up.

(Galvan Prime. 13:05)

At this time however, things were kinda rocky as meteorites from the destroyed moon began to rain down towards Galvan Prime. Many civilians were running to get to safety, one tripping and saw a meteorite coming right at him.

The small frog-like alien screamed as he got ready for his doom...only for it to be blasted out of the air by a red-hot blast. "Phew, zat vas close." NRG said as he stood by, glaring from behind the vents on his armor. "You go to safety. Ve take care of zis." The Galvan nods as he ran off.

Indeed, at this moment, Ben and his team were helping take out the meteorites with the GAlvan military. Julie flew around, blasting them with rockets from her jetpack form while Rook fired energy from a bazooka-like form for his to many, one hit a convoy that held Khyber's dog, who ran off during the chaos as everyone was focused at the sky.

"Cover your ears." Said Eunice, her ears now covered with Echo Echo's earcovers before she took a breath and gave out a thunderous screech to shatter the stones.

"Wait…" Julie noticed something coming from the rocks after they made contact with the ground. "Guys, these aren't rocks!" NRG looked around and saw this as well, frowning.

"She iz right, look; zey are not just sticking to ze ground, zey are sinking in!" NRG said as Azmuth saw this and scowled.

"Malware...by now he must be coating half of the planet." Azmuth said as Myaxx fired at them as she looked around.

"Oh vonderful, it'z raining psychopaths…" NRG muttered softly as he heard something nearby as he saw what looked like a red Mechamorph, glaring at them. "Oh man..." Eunice looked around nervously, seeing all the Red Mechamorphs coming out of the woodwork, as well as a few other yellow and orange ones.

"Uh...sir? You got any ideas?" Eunice asked in concern as Azmuth gave her an odd look.

"How should I know? This has never happened before, I'd need to study what is left of the moon to even get the right idea." Azmuth said, as Ben turned back to normal.

"You're the smartest being in 5 galaxies? I Am starting to question the hype…" Skurd muttered at this time As he heard a growl nearby.

"AZMUTH!" A voice roared as Malware came out of the ground, a growl coming from him. "I have reduced Galvan B to ash, and its population to my own and I may make your deaths painless." Malware hissed, glaring at them.

"Sowing chaos does not take special talent, Malware. Any despot can do it. It takes real talent to create something new, not breaking and just putting the pieces back together." Azmuth said as Malware hissed in annoyance, his eye narrowing darkly.

"Of course you would not be impressed...nothing impresses yo, does it... _father?_ " Malware asked in a dark tone, it's eyes narrowed as Azmuth walked up, trying to not get him angrier.

"Surrender, Malware. We do not need to cause any more hardship for anyone else for our respective mistakes. I did indeed wish to end your pain and suffering, you deserved to live as any other creature. Please, end this needless vendetta. I can help you become whole, not this creature." Azmuth said, trying to ease him as Ben got ready for anything, Julie watching with concern.

Malware paused for a moment, only to roar out in pain as he felt an electrocoil go around him from a nearby Galvan, who looked slightly panicked. Rook said, "What did you do that for?!"

"I-I panicked, okay! Even someone as smart as a galvan can panic!" The galvan protested in annoyance as MAlware roared in anger.

"IT IS TOO LATE! EVEN NOW YOU CONSPIRE TO ATTACK ME!" He roared in rage as he powered up a blast of energy in his mouth.

"Look out!" Ben said as he grabbed Azmuth and tossed him to Myaxx, who caught him before slamming down on the Omnitrix, shining bright before the blast hit him. However, instead of taking the hit, stood Shellhead as he glared ahead.

"Heh...nice try." Skurd chuckled as Malware roared out as he went to slash at Shellhead's body, but the energy blades had no effect on his shell. "Don't you know? Tortons are the ultimate defensive aliens. That's why they thrive on their homeworld, they have no need to worry about any invasions because they can handle almost everything the universe can throw at them."

"And since you're so close…" Shellhead then slammed his arms into Malware's head, making him hit the ground hard. "I can hit you pretty hard." Malware growled before grabbing him and tossing him forward, knocking him onto his back and skidding around. Shellhead grunts before slamming on his symbol, making him shine a bit and turned into Humungousaur, growling a bit.

"Here's an edge for you." Skurd said as he slimmed down, creating a metallic armor from Razor on his arms before using them to make his arms grow bigger before slamming it towards Malware.

"Rook, Eunice; get Azmuth out of here. Myaxx, try and get as many people away as possible!" Humungousaur said as he tussled against him, as MAlware roared out and slammed him aside before he glares at Rook and stretched his arms out and grabbed at Rook's armor, making him yell out before he pressed a button, causing the Proto-Tool to be removed.

"Ooh that's not good…" Julie said as she yelled out as a tendril got Ship, sparking the two of them before Ship's body shined and repelled Malware off.

Malware growled before summoning a sword from the Proto-Tool's weapons and slashed at Ben's arm, making him grunt through the metal. Then slime began to go around the Vaxasaurian form, making him go wide eyed. "Time to end you, Tennyson..."

"Let him go!" Julie said as she aimed a cannon at him, only to get blasted by a blast from Malware's eye. She cried out as Ship got hit, knocking him down with her inside of his armor. She groaned before seeing the black and red ooze go over Ben, making him roar out in pain as the electrical energy went through him.

Suddenly a barrage of crystals came from above as Ben fell back, turning back to normal. Malware glared as he looked around and went to strike at him, only for him to get swiped by a flying figure. Malware looked in shock as he saw Tetrax in his Bounty Hunter armor, holding onto Ben.

"What?!" He roared in rage before another cannon blasts at him as Arthur came down via a pair of jet boots built into his armor, picking up the downed Julie. Manny jumped with them and grabbed Rook's arm.

"Come on, man. We're gonna regroup." Manny said as Rook stared in shock, only to see a large dark green and black airship fly down, firing lasers at MAlware before landing, the bottom opening up. Gwen floated down with a bridge of sorts. Eunice nods as she motions to Myaxx, who shook her head as they ran towards the ship, Myaxx leading the civilians to safehouses.

"Get in!" Gwen said as the group came into the Rustbucket III, Kevin's star cruiser as Kevin drove upwards. Inside of it was Kathy and Heinrich of the Knights of Ascalon, as well as Manny's squad.

Max walked up, Blukic and Driba on his shoulders, before surveying them. "You kids alright?" Max asked as Julie nods, Arthur setting her down as she pats her shoulders. Ship shook himself off from some dust, a growl escaping his lips.

"Seems things were pretty crazy down there…" Cooper said as he watched from the window to watch an angry MAlware roaring in pure, unadulterated rage...and seeing large metal spikes starting to erupt from the ground.

"Ugh…" Ben groaned as he woke up, still in Tetrax's arms as the protector of the Omnitrix set him down easy. "Thanks for the save, Tetrax…"

"Indeed...our collective life is in your debt." Skurd said as Tetrax just chuckled a bit at that. Kathy typed away on a monitor and frowned.

"According to these readings, the debris from that planetary body we passed seemed to have hit half of the planet at this time...the equator seems to be untouched…" Kathy said as Azmuth jumped up and frowned.

"...Malware is heading for the core…" Azmuth frowned as Julie looked confused, rubbing her chin.

"Wait, I thought he can only control machines...unless…" her eyes widen, as Eunice nods at this. "You mean Galvan Prime…?"

"Is now partially mechanical? Yes...it was the only way to repair it after what the Highbreed did in the war. It's a cybernetic planet, using our inherent intellect, the Galvans were able to cybernetically repair the planet." Azmuth explained, as Eunice looked outside.

"And he's likely gonna try and take the core…" Eunice said with a frown, but then sighs in relief as she says, "Luckily the firewalls may slow him down...for a time."

"If they are active...we'll need a team to go there to activate them." Azmuth frowned as he shook his head. "But I cannot be part of that group...I'll be needed to repair the Helix on Galvan B…"

"I can deal with that." Cooper said, raising his hand as he walked over to Azmuth. "My brain is able to go into all forms of tech. If I Can get to the main system, I Can activate the Firewalls from the relay station."

"Hmm...that can work." Max said with a small nod. "I'll cover him. Katherine, you and the Galvan techs are with us." Max said as the group nods at this. "Manny, think you can cover Azmuth?"

"Actually I'll just need his Pyronite and Kineceleran teammates. As well as Rook and Gwendolyn." Azmuth reassured as he looked at Eunice. "You ready to help our friends out, Eunice?" Eunice nods at this as he nods, "Good...you shall aid the rest in keeping Malware from destroying the planet...or taking it over."

"So that means I'm with Ben? Great...everytime that happens, I get shot at…" Kevin said as he got up, putting the ship on auto-pilot until Rook got in the seat before he looks at Alan, "Though don't get any funny ideas with the girls now, hot-head."

"Wha-Why are you making judgement calls at me?!" Alan asked in annoyance as Kevin just chuckled a bit.

"Besides Coop, you're the only single guy here last I checked." Kevin teased, making the younger Pyronite start to combust out of annoyance as Manny just chuckled a bit.

"Okay...we got the strategies then...Ben, Kevin, Arthur and Manny shall take the ground. Julie, think Ship can allow me and Eunice to help you in the sky?" Tetrax asked as Julie nods, Ship hopping a bit in excitement at the idea of going into his starship form.

"Okay, let's do this." Manny said with a small smirk as he gave his team a nod before opening up the door. "Ready you guys?"

"Eyep." Kevin with a small nod as Ship beeped as the bottom door opened up, letting himself get ready to jump out. Katherine's armor shifted a bit to gain a pair of jet boots as she nods to Cooper, who set up a jetpack as Heinrich got near Rook at the pilot's seat.

"Let's go!" Julie said as Ship went outside, turning into it's space cruiser form as it flew around as Ben slams down on the Omnitrix, shining bright green as he grew in size into…

"WAY BIG!" The giant called out before slamming his fist down, smashing Malware on the impact down. Kevin and Manny slid down the giant's arms as Arthur flew down with his jet boots, landing with a grunt before bringing out his energy sword and glaring at the monsters Malware created.

"Can't be this simple…" Kevin muttered before grabbing a nearby mechanical device and making himself be coated with the metallic armor...as well as absorbing from the battery to empower it further by making it coated with a glow of power from the cell.

Arthur looked around cautiously as he says, "We may need reinforcements…" He then got the energy cannon out of his wrist and, setting at its lowest setting possible for this situation, fired a burst of energy at them to sent the Mechamorphs back.

Manny slams his fist down, creating a shockwave that broke the ground apart. He glared ahead, but heard a growl nearby. "Oh come on…" he looked and saw Khyber's dog, snarling a bit at them.

"Look fido, we're kinda in the middle of something." Kevin said as the dog growled a bit, advancing towards them with a ferocious growl. Kevin just sighed as he says, "I'll go find back up, you guys deal with these freaks." Kevin then ran ahead, drawing the dog away as Manny and Arthur continued to fire on the miniature Mechamorph beasts.

(At the Firewall Rely Station. 14:09)

"Well?" Max asked, as the four super geniuses were working on the controls. Cooper was having his hand on the controls, as Katherine frowned as she looked at some fried wires.

"Ugh, the relay got fried...we'll need to get a new current to power it up." Katherine said as Cooper rubbed his chin at this time.

"Okay...we'll need a few supplies…" Driba said as he tapped his chin. "Okay, I got it! We'll need some stainless steel, a copper core and about 90 inches of thread." He looked at the three humans present as he says, "...Well? Got anything like that?"

"Hmm…" Copper snapped his finger as he got a small device out of his pocket. "This prototype's casing should have some steel for you."

"Here's some cooper." Katherine said, getting out a penn, while Max got out his shoe laces. "And that's about 90 inches of strings given how large his shoes are…"

"Okay, that should do it!" Driba said as he took the materials and began to move around with Blukic, the two working hard...only for the ground to shake. "What in the name of the ALl Thinker was that?"

Cooper looked outside...only to go wide eyed as he saw Malware erupt from the ground, going toe to toe with Way Big's height. "...We may need to hurry!"

At the oceanside, Malware roared out as he says, "So...you still wish to right me, Tennyson? Even though it is foolish to continue this battle? Even now, the bits of my body go to the core of this cybernetic planet."

" **Heh...takes one to know one on the 'fool' thing.** " Way Big pointed out before running over and punching Malware in the face. The giant roared out as they began to fight, Malware swinging his clawed hands about but Way Big moved aside before suddenly disappearing from the area. " **Also...found out this neat little trick.** " He said as he suddenly sent a shockwave of cosmic energy, making Malware roar out as he was sent backwards, the mist reforming into Way Big's body.

"Impressive control...but you can't stop me." Malware growls out before feeling something off. "Wait...what is that?" He asked as he noticed the relay station in the distance starting to shimmer before a large pulse came flying out. Malware roared out in pain, feeling the energy coursing through him.

"That must be the firewall." Arthur said, looking around as he saw the other Mechamorphs growling out but staggering a bit. "It's slowing the beasts." Manny smirked with a nod as Way Big smirked a bit.

" **Looks like your little plan is backfiring. Speaking of Backfiring...Julie, NOW!** " Waybig called out as he ducked back as Ship flew in, before firing a large barrage of weapons at Malware, making him roar out in pain from the barrage.

Way Big then nods to SKurd, who nods back as he slinks out and creates red-hot arms made out of nuclear power. "Eat this!" He said as he fired an NRG-empowered blast towards MAlware, making him roar out in pain.

Kevin was still out by the base, seeing this whole thing go down with a smirk...but he was trying to get the dog off of his leg. "Cut it out, you crazy little…" He tried to pry it's mouth open with a small grunt. "I hope Gwen is having more fun…"

(Galvan B. 14:59)

With the Rust Bucket II, the large ship floated near the remains of the moon. Outside of the ship, Alan put on a space suit and floated around with the Twins, looking around the debris.

"Gotta say...this is rather depressing…" Alan muttered to himself before seeing the pyramid-like device. "That must be it. Come on." The other two nod as they held onto it and pulled their strings. The Rust Bucket II flew closer and got them inside.

Azmuth looked it over, rubbing his chin as he says, "Hmm...looks like I can work with this still...yes, still great condition. Anyone got any pocket change?"

"...Pocket Change? Oh please don't tell me you put a coin slot in this thing…" Alan muttered in annoyance.

"That would be rather unfortunate, as I do not have any change on me." Comedy said, patting his side. "...Oh wait, that's right, this armor doesn't have pockets." Heinrich just facepalmed with a small sigh.

"Hmm...I think i get what he means. He needs something to act like a power coupling, right?" Helen asked as Azmuth nods, giving her a small smile.

"Heh, you're pretty good with this stuff." Myaxx said, patting her on the back as Rook began to look through the glove compartment.

"Lets see...parking ticket, a bill, grocery list from his mother that I would assume is a week old, a rather odd photograph of miss tennyson in…" Rook looked confused at the picture as he asks, "...Where would you purchase this attire? It reveals quite a lot of skin."

Gwen's cheeks suddenly flared dark red as she quickly snatched the photograph and stuffed it into her pocket. "I told Kevin to hide that better…" Rook just stared in utter confusion, blinking a bit. "Check in the seats…"

Alan did so, chuckling a bit at Rook's antics before getting a quarter out. "This work?" Azmuth nods as he takes it and crawls inside of the helix...before GWen notices something outside; the secondary Helix. She concentrated on it with a glare before her eyes shined brightly, making it disappear and reappear inside of the ship.

"Found the Secondary Helix...Myaxx, think you can figure this one out while Azmuth works on the main one?" Gwen suggested as Myaxx nods, getting to her knee and opening it up to start looking into it. Gwen then looked at the planet, concerned for the other's.

Back on the surface, Malware groaned as he got back up, growling in rage. "You...ruined...EVERYTHING." He growled towards Way Big, who just shrugs.

" **Yeah, I hear that a lot from freaks like you. Now come quietly, or else things are just gonna get worse for-what the?** " He paused when he noticed a tendril suddenly shoot out of the ground, wrapping around him as well as his other limbs. " **...Well, this can't be good…** "

"Indeed it won't be...for **YOU.** " Suddenly the tendrils began to coil around Way Big, as well as Malware as the giant began to grow in size, Way Big attaching to his torso.

"Ben!" Julie called out in shock, Ship screeching a bit as it powered up a cannon...only for everyone to look in shock as the giant was now over 600 feet tall and having many stars on its body, roaring out as its body was jutting out large chunks of rock and debris from all the matter he couldn't absorb.

" **YOU HAVE ONLY DELAYED YOUR FATES! NOW I SHALL DESTROY YOU AND THE REST OF THE MISERABLE UNIVERSE! BUT FIRST, TO GET RID OF TENNYSON ONCE AND FOR ALL!"** Malware roared out as he went to slam against Way Big in his chest, only for a bright green light to suddenly make the giant vanish from sight. " **WHAT?**!"

Inside of Ship, the others look in shock at Ben's disappearance. "Eunice, where did he go?" Tetrax asked as Eunice's eyes shined a bit.

"He's inside of MAlware...I think Skurd must've put them into one of the 'self preservation' spots of the Omnitrix...the inner part of the Omnitrix itself." Eunice said, making them stare at her. "...Why else would Azmuth put the ability going inside of the Omnitrix as a feature? It's one of the 239 safety precautions he put in."

"...that's a bit of an awkward number…" Julie admitted as Tetrax nods in agreement, as Eunice frowned a bit. "Okay...Eunice, you want to get down there to help them out?" Eunice nods as she got outside of the ship and flew down via Jetray's arms, floating down and blasting away via eye beams, making the giant Malware grunt in annoyance.

Arthur blasted away at the smaller Mechamorph mutants, who roared out as one suddenly came onto his back and sent a powerful shock through him, making the knight call out in pain. "Arthur!" Manny yelled out as he ran to help, but got blasted by a barrage of hits from others.

Kevin growls as Eunice lands near by, looking at this with concern...before an idea came to her. "Kevin...you think you can handle a To'kustar's power currently?"

"...Why?" Kevin asked, as Eunice's omnitrix insignia shined a bit to Way Big's symbol as she put her hand out, with cosmic energy flowing in it. "Okay, this is gonna be uts…"

"Desperate times, after all…" Eunice said nervously as the giant monster roared out, glaring down. Kevin took the energy from her and concentrated, accessing the DNA within before his eyes shined dark orange for a second.

"What?" Malware asked in confusion before seeing a large cosmic cloud starting to form on the ground, taking the form of a faintly humanoid shape of a 40-foot tall Kevin with metallic armor coming on his body and a fin-like growth coming out of his head, roaring out as it flew at him, sending a powerful punch into it's chin.

"THAT WAS FOR MY FRIENDS, YOU JERK!" Kevin roared out, sending another cosmic energy-empowered punch at his face, making him stagger a bit from the shock as Kevin just began to go to down on him, roaring in rage.

"Whoa…" Manny said in shock, looking at this with horror. "How is he this nuts when he's got just Way Big's DNA but when he had all that DNA from the Ultimatrix…?"

"Ultimate energy...he absorbed the power from the ultimate powers and it evolved his hybrid forms. However, I gave him pure cosmic power from my hand...mixed with the To'kustar DNA, it's likely gonna give us enough time to think of a strategy while Kevin has him distracted." Eunice went over to Arthur to check on him, as Manny looked at this with concern.

(Inside of Malware…)

Ben groaned as he saw himself in a strange, dark green world with various data-filled walls. "Wow...this place again? Okay, what's going on?" He asked Skurd, who was floating near him.

"Dunno...I think we're here to figure something out…" Skurd said with a frown. "I activated the safety precautions, but it appears there's something in here…" He looked around and stopped when he noticed something crawling around, making a growling sound.

"...What was that?" Ben asked as he got a good look around, adjusting the projection of the Omnitrix on his wrist as he got ready. He then saw a data file near by, making him curious as he walked over. "Huh, this is different…"

Skurd floated over to it and pressed onto it with his head, making it shimmer a bit as it showed an old recording, showing a Younger Ben Tennyson getting the original Omnitrix removed, the camera pointed over Azmuth. "Wait...Azmuth recorded this, why?" He looked confused before attaching to the file to get a better idea, Ben just watching with confusion.

" _So, I hope you've been taking care of this device. I know the past few months have been rather hard on you, considering recent events...but know that I do think the Omnitrix is safer with you._ " Azmuth said, adjusting as the younger Ben just sighed.

" _I know...just...I guess I'm not the hero I thought I'd be...if I had go through that and all...I mean, I've beaten everyone I've been up against; Vilgax, Kevin, Ghostfreak, those Circus freaks, the Forever King…_ " Ben began as Azmuth just gave an eye roll.

" _Have you learned anything from those victories Ben?_ " Before Ben could respond, Azmuth put a hand up as he set the Omnitrix into a familiar shoe box with some of Ben's other souvenirs from the summer trip. " _Before you answer, I want you to think about it for a moment._ "

"..." Ben looked at his younger self's unsure expression, as if remembering trying to figure out what Azmuth meant by those words all those years ago.

" _Losing the Conductoid was harder than I had thought...and I can't help but feel like I had a hand in it, and for that I must apologize. But know this, Benjamin...failure is sometimes the most useful of advisors._ " Azmuth said as he vanished, the video feed ending there as Skurd let go.

"What did that mean?" Skurd asked, slightly confused. Ben gave a small shrug, sighing a bit.

"I think...Azmuth was saying that I had to learn from losing Feedback...but I don't get what he meant by that at the time...guess he thought I'd figure it out when I was older." Ben said as he heard a growl again. "Okay, is the Wildmutt out here?"

"Take it now wouldn't be the first time for rogue DNA?" Skurd asked as he looked around, only to hear the sound of a high pitch hum, similar to an out of key speaker. The two turned to see something dark red walking over, growling; it was about 6 feet tall, a glowing red eye noticeable and a body covered with red vein-like circuits covering its body, but it's black and white attire, the tentacles on its head and spark plugs on them, the tail and fingers made it clear who it was…

"Feedback?!" Ben asked in shock as the Conductoid DNA glared at Ben and Skurd before giving a roar, releasing a powerful burst of electrical energy around it, causing the ground to shake. "Wha-I thought the Omnitrix couldn't take Conductoid DNA!"

"That was a PROTOTYPE! I doubt the same issues go with the final version!" Skurd pointed out in annoyance as the two made a break for it, as 'Feedback' absorbed some energy from the nearby walls before running after them with an increased boost in speed, the body glowing with green and red electricity. "Though how it's in here is something that is making me confused…"

Ben thought it over, only for something to hit him like a freight train. "...Malware...He didn't destroy Feedback...he absorbed him." Ben said as he looked at the Omnitrix, confused. "We need to pin it down or something." He then began to look through it and slams down, glowing a ibt before turning to Feedback with a large metallic tail, sending him flying back.

Skurd looked and was shocked to see a gigantic yellow and dark gray quadruped with backwards back legs and front legs with thick-looking clawed toes, yellow mineral armor and a large club-like tail, dark green eyes narrowed with the slightly vertical pupils dilated. It gave off a small roar as it tried to keep its footing, looking wide eyed as it was having trouble. "...a Rictorite...huh…" Skurd muttered as it was having trouble standing up. "Good way to start the fight, Benjamin…"

The giant creature gave a soft grunt of annoyance, as it then pats it's foot on the ground as it then charged forward, roaring out as the Conductoid growled a bit in annoyance before jumping over Ben, making him crash into a nearby wall and changing back. "Ugh...ow…" Ben groaned as he says, "Okay...Crashquake...need more training in...the backwards legs is still kinda awkward."

Feedback gave a bit of a cocky smirk at this, as Skurd floated over him, "Oh don't look so smug you walking extension cord." Feedback scowled before powering up a blast, before a few jelly blobs went onto it's hand. Feedback looked up to see Nitro, who smirked a bit before slamming down on the Omnitrix insignia and turning into Heatblast and firing it out. The resulting fireworks sent Feedback flying back into a wall, groaning a bit.

"Hmm…" Heatblast got an idea as he says, "Hey Skurd...think you can get the DNA repair system up and running? I'll get him pinned down." Skurd nods as he attaches to a wall and began to meld with the walls, making it shine a bit. Feedback got up and growled before roaring out, charging at Ben.

Suddenly the next thing Feedback saw was that his body got coiled up by Upgrade, who was coiling around him. "Gotcha!" Ben said as he sent tried to keep him contained, only for Feedback to create a powerful current around him, making Upgrade call out in pain. Ben groaned as he melted off, the area going from green to Yellow as Ben looked around in confusion.

"I think Malware is trying to get in!" Skurd said in a panicked tone as Ben looked at Feedback and saw the red veins...similar to what happened to him all those years ago...and the screams and roars began to flood his mind.

"... _Failure is the greatest Advisor of all…_ " Azmuth's words rang in his ears as he looks at Feedback, who was glaring darkly at him as the energy still sparked around him. Ben then gave a small nod, getting up.

"I know what Azmuth meant now...he was saying that losing Feedback shouldn't be the reason to give up...and I'm not gonna give up, not after all I've been through." Ben said as he quickly ran at Feedback, who roared out as it went to tackle him, but Ben maneuvered around him before jumping on his back.

"BEN!" SKurd called out in shock as he saw the Omnitrix on Ben's wrist was shining a bit, as did the yellow background make a green circle around Feedback, who was trying to grab at him.

"Activate the DNA Repair, NOW!" Ben called out as SKurd nods, concentrating hard as the area suddenly shined brightly, making the Conductoid DNA roar out as it shined bright green, as did everything else.

(Outside…)

Kevin roared out as he hit the round, turning back to normal after hitting the ground a few times. Khyber's former pet ran over to him, barking a bit as it sniffed at him. Manny was carrying Arthur over his shoulder, firing his laser with the rest of hte Galvan military but many of the Mini-Malware beasts were growling at them, advancing towards the group.

Malware looked to the sky as he says, "AZMUTH! WHERE ARE YOU!? YOU HIDE WHILE OTHERS FIGHT YOUR BATTLES, YOU COWARD!" Suddenly he paused as he grips his head in pain as light blue sparks start to form out of his head, but also blasting through him. "WHAT IS THIS?!" He roared in pain as a large burst of lightning filed out of his torso, landing on the ground with a burst of light.

Ship landed nearby as Julie looked outside, shocked as Tetrax looked in shock at what he saw; standing before them was a now slightly taller and muscular Feedback with a longer antenna and tail, the green eye now having a more pronounced pupil showing and what look like plug-like guards on his shoulders and knees. "Ben?" Julie asked, as Skurd came out of the Omnitrix on his torso.

"The Conductoid? Pathetic…" Malware growled softly before moving to smash him, but Feedback jumped up, stabbing into his arm with his antenna and firing electrical energy into his eye, making him roar out.

"Maybe outta practice...but Feedback is still cool." Feedback smirked as he fired another blast, ducking around the claws from Malware and firing again, looking back at the others. "You guys okay?"

"For the most part…" Julie said as she helped get Kevin and Arthur inside of Ship. "So that's Feedback, huh?"

"Eyep. Now watch me work, Jules." Feedback then stabbed a nearby building to get a bit of extra juice before firing it under him and launching himself into the air, ducking around energy cones that were fired at him from Malware's eye before sending a blast at his face, making it roar out. Feedback then landed on a nearby building, glaring a bit. "Okay...I'm blasting him with 100% and it's still not putting a dent in him…"

SKurd smirked as he says, "I Got something for you…" He then concentrated as he turned into Upgrade, cloaking his arms in the black and green metal as the energy went from blue to green.

"Oo-ho-ho-ho...I am liking this idea!" He smirked as he fired a barrage of energy missiles from his fingers, making the giant roar out from the electromagnetic bursts from his attacks.

Malware growled as he went to slam him, but Feedback jumped up and fired more energy at him. Ben's Omnitrix began to beep as he landed on the ground, turning back into his normal self. Malware growled and got ready, but suddenly various black and green ships flew down and began to bombard him with energy, making him roar out as several of them attached and began to yank out various bits of metal and technology out of him. "WHAT!?"

"What the...the Mechamorphs?" Julie asked in awe as the Rustbucket II landed nearby, Azmuth coming out with the Helixes in two, both of them now interconnected with the other. Myaxx had a proud smirk on her face as she had her arms crossed. "You fixed it!"

"Yep, we were able to get both helixes in working condition. Now just need to get him back down to size…" said Myaxx as she looked at Ben, who nods back as he looks at Skurd.

"Skurd...I got a good remix in mind…" He whispered the idea to Skurd, who looked at him in shock but Ben just nods, making him sigh a bit as he selected them and gave a nod. "HEY MALWARE!" he shouted, as the giant had some of his body exposed, making him glare down at him. "It's HERO TIME!"

As Malware roared out and fired again, only to see HEatblast suddenly rocket up towards him and blast through him, ripping a thing out of the torso, causing the mountain-sized threat to start to crumble, but the Mechamorphs all flew around and caught onto it by mixing into a large net to catch the falling debris, MAlware roaring as he was sent flying down.

"Why you little-!" the Mechamorph roared out before HEatblast turned into Wildmutt, who began to bite at his neck, making him roar out in pain before kicking him down, sending the Mechamorph to splat onto the ground. Malware groaned a bit and glared in annoyance, only to see DIamondhead coming down at him from above, yelling out as he sent a powerful punch his way.

"THAT was for all the people you hurt." Diamondhead said as he glared at him, turning into XLR8 before grabbing him by the neck and spinning around quickly and throwing him towards a wall. "And that was trying to kill me back when I was 11."

"UGh…" MAlware growled before firing a barrage of lasers, but missed as Ben had turned into Grey Matter, sneaking around before jumping up, turning into STinkfly and firing a barrage of slime onto Malware's hand, making it stick. However, he was mid blast and suddenly it backfired on him, making him roar out in pain.

"AND that's because you're a jerk." Stinkfly growled out before turning into Four ARms and slamming his hands together to create a shockwave, sending him flying backwards. Four-ARms then jumped forward and slammed a fist in before suddenly shifting into Ripjaws and biting down hard, tossing him into a wall.

Julie and the others could just watch with shock as Ripjaws had turned into Upgrade and began to throw him around, "Wow...he's just going all out…" Julie said in shock as Gwen shrugs a bit.

"He's got to get his frustration out somehow…" Gwen said with a small nod before seeing Upgrade slink away, nodding as Feedback came back finally, smirking a bit as he was now in front of the Helix, his antennas sticking into it as the Omnitrix glowed green.

"Come on, MAlware. Give me your best shot!" Feedback called out with a smirk as MAlware growled out in rage, body seeming to spark up as his cannon arm got up, roaring to life. "Time to delete this virus…" Feedback growled, his body sparking a bit as Skurd had turned into upgrade's body.

"I hope you know what you are doing…" Skurd said as the liquid went into his arms, making it shine with the same green energy.

"CURSE YOU, TENNNNYSOOOOOOOOOOOON!" Malware roared before firing his cannon, as Feedback grunts as he absorbed the attack, before roaring out and suddenly sending a bright green energy right into the blast, causing it to split apart. "WHAT?!"

"Like I said...time to fix you up!" Feedback roared out as the green blast coated Malware, making him roar out as a bright flash came around the area, blanketing the city in a bright white light. Everyone covered their eyes as Feedback painted a bit, the Helix still powered up and not drained.

Ben turned back to normal, now exhausted as he says, "Okay...hopefully...that took him down…" Avware arrived at this time, other Mechamorphs standing ready for anything before they saw what looked like a statue of Malware's monstrous state standing dead still, the red and black now charcoal gray...but the most shocking thing of all was that something was in front of it;

Leaning forward, in a dazed experience, was a dark yellow Mechamorph, a bit leaner than the rest but nonetheless healthy, groaning a bit as he looks up, a red four-pointed star on his torso. "Who...are you?" He asked, his voice surprisingly soft despite what was behind him. He looked and gasped in shock. "Is that...what is going on?"

"...Ben...what did you do?" Azmuth asked, shocked to say the least as Myaxx looked at this, and then at the Helix...as Eunice gasped.

"Wait...did you...fix Malware?" Eunice asked, shocked as Ben gave a small nod.

"YEah...just needed to get him mad enough to fire full blast...needed to get in deep to make it work." Ben said with a small chuckle, rubbing his head. Julie gave him a small glare...but just gave a tired sigh, rubbing her temples.

"Figures you'd do something this reckless…" Julie muttered with an exhausted groan, Tetrax just sighing a bit.

"So...you expunged whatever was in him that turned him into that monster all those years ago?" Tetrax asked as Ben just shrugs.

"He just wanted to be whole...honestly I could understand that part...but he was just so filled with bitterness that he couldn't let himself go back to where things were, especially since people were scared of him. Hopefully...you could help?" Ben looked at Azmuth at this, who nods as he motions to Myaxx, who picked him up and brought him over.

"..." the Mechamorph formerly known as Malware looked at Azmuth and squinted a bit, confused but recognized him. "Father…? What...happened to me?"

"...a horrible nightmare, my boy. One that I hope has ended for you and many others in the galaxy. Come along, now. I can help you from here." Azmuth said as he reached a hand out. The Mechamorph looked at him hesitantly before reaching over and taking the small Galvan's hand. The Galvan's and Mechamorphs looked at each other and watched carefully.

"He's got a lot of work to do...but you sure you did the right thing?" asked a voice as Max arrived with Blukic and Driba, as well as Katherine and Cooper who went to check on Arthur.

Ben looked at the yellow Mechamorph and shrugs. "YEah...I think I did. Remember, I could have let a LOT of different bad guys just be taken out...but that's not my style." Ben said as Max just chuckled a bit, amused as he looks at the wreckage around him. "We better head home...Azmuth can handle things from here."

"...So...what do we call him now?" Eunice asked, looking towards Malware with concern. "I mean...I doubt he'd want what the others called him before...it was more of a 'slur' than a true name really, given people thought he was a subspecies…"

"Hmm…" Julie tapped her chin as she asks, "How about...Cerver?" She suggested, as Eunice shrugs.

"I'll run it by Azmuth." Eunice said with a smile as she headed out, as Ben was helped onto the Rustbucket II. A bark is heard as they then saw Ship come on, with Khyber's dog following over, whimpering slightly.

"...What about this one then?" Max asked as Kevin got up a bit with a small groan, as the dog went over to him curiously and sniffed at him.

"Heh, looks like she grew to like me." Kevin said, petting the dog with a small chuckle. "Guess she sensed we're a lot alike."

"...Wait, that's a girl?!" Ben, Rook and Julie asked in shock, baffled to say the least as Ship made a small beep of surprise as well.

"...Eyeah...Anubian Baskurrs are only blue when they're girls." Kevin said, like it was the most obvious thing ever. The three just stared at this, dumbfounded at him knowing this as Kevin just chuckled a bit, motioning the dog onto the ship as it followed, Gwen just amused as she followed.

"...This is gonna be a weird ride home…" Ben muttered with a small sigh as he followed. Everyone went into the ship as it then went off to space, taking all the Earth-based heroes back home, as Cerver went to help Azmuth and the others rebuild, the statue that was once Malware's darkness standing alone, left behind by the others.

(On a Prison Ship heading towards Incarceron. 17:04)

Dr. Psychobos was in his cell, muttering to himself. "Useless Mechamorph...useless Hunter...should have made a good use of that Appoplexian warrior…" He kept pacing, making his Galvan Escorts to grow increasingly more annoyed.

"Does this guy ever shut up?" asked one of the two guards, who just shrugs before noticing a large green ship coming overhead. "...Oh that's not a good…" Suddenly one of them got grabbed by a shadowy claw, making him cry out in fear as another got grabbed by an invisible hand.

"...What in the world…?" Psychobos asked in shock before yelping in fear when he saw a dark purple glow incase the room, as many Galvans screamed in horror and pain from the otherside of the door.

The door was then blasted off by a dark blue energy blast, as someone walked in, clad in a dark violet uniform. "So...You're the infamous Kancerian Psychobos, eh?" The rescuer sounded young, but female at the same time with a slight hint of an lisp.

"That is DOCTOR Kancerian Psychobos, you little-YIPE!" He was suddenly grabbed by the head and tossed into a wall, making him cry out in pain as the figure stepped on him with a pair of high-heeled war boots.

"Listen here, Crab puff and listen good...I'm busting you out...but in return...you work for me and my allies here. A scout of mine told me your ship got busted and we came running." She said with a small scoff.

"Wait...how did you know I was captured…?" Kancerian asked, in surprise as the woman just chuckled a bit.

"One of my workers had things specially targeted for your name in mind...you see, I've been needing your services for a little...pet project of mine." She said with a smirk as her helmet was revealed, showing it had a dark silver look...heavily inspired by a frog.

"...Incurseans…" Psychobos said in realization, his eyes widening in shock. Why were the Incurseans looking for him?

"Yep...one of the bounty hunters I hired said you'd be of good use to me. Said he did work for you awhile back and that you did 'quality work.'" she said as a Galvan scream is heard near by...followed by a chomping sound. "...ANd guess he's here."

The sound of rattling chains is heard as a tall, feline figure was in the doorway. "...'Ey Doc, long time no see. Heard ya plan with the Mechamorph and Khyber went bust...too bad." said a gruff-sounding male voice, who's tone alone showed he was smirking sarcastically.

"...Should have guessed you were hearing out for me…" Psychobos muttered in annoyance as he got up, glaring at this, "So...what 'Plan'-and I use the term loosely-do you have in mind, madam?"

"...Simple...planetary conquest...and you got the brains to help." She said with a smirk, as a humanoid reptile and a shadowy figure reformed by the feline figure as Psychobos looked at her curiously as she walked off, chuckling darkly.

End of Season 2

WELP, this was a long time coming...and yes I know thi took a LONG time to come out but I hope it was worth it. Anyway...here's the little bit of info on Crashquake since he made his appearance here:

Name: Crashquake

Species Name: Rictorite (Created by Zigwolf)

Planet of Origin: Seismoterra in the Zallus sector of the Azmeon Galaxy

Powers/Abilities: Able to create earthquakes by slamming his tail to the ground, Impenetrable armor plates, Incredible tail strength

Weaknesses: Has a soft underbelly, if knocked on its back then it's impossible for it to move around

Additional Info: The placement of its claws give it perfect balance even when earthquakes occur, In every 57 earth years Rictorites will shed their plates and be exposed to predators until they grow back in 1 earth week, Congeode is a planet that has constantly shifting land due to weekly earthquakes and Rictorites. Rictorites are actually quite intelligent and are used by other aliens for land excavation.

Anyway, hope to see you guys in season 3 when we get to go into my take of the Incursean arc. Hope this was worth the wait and please Read, Review and Suggest away!


End file.
